Agenda packet — Cypress City Council, January 8, 2024 (part 1 of 2)

AMENDED AGENDA

REGULAR MEETING

CYPRESS CITY COUNCIL
January 8, 2024
5:00 P.M. - Closed Session
6:00 P.M. - General Session
www.cypressca.org 5275 Orange Avenue
Cypress, California
Interested in speaking to the City Council? Information about participating in the City Council meeting appears at the end of the agenda.

AGENDA AMENDMENT
Agenda Item No. 1 - Submitted public comment attached to report.

CALL TO ORDER
5:00 P.M.

Executive Board Room

ROLL CALL
Cypress City Council, also acting as the Ex-Officio Governing Board of Directors of the Cypress Recreation and Park District
Mayor Scott Minikus
Mayor Pro Tem Bonnie Peat
Council Member David Burke
Council Member Anne Mallari
Council Member Frances Marquez
ORAL COMMUNICATIONS ON CLOSED SESSION / WORKSHOP ITEMS (Limited to 30 minutes - three minutes per speaker. The City Council may adjust the time allotted per speaker.)
The public may address the City Council on Closed Session/Workshop items prior to any action taken. Although Council Members may provide brief responses, the City Council may not engage in a discussion with members of the public during the meeting. Please complete a Speaker's Card to address the City Council in-person. Members of the public are encouraged to communicate with the City Council via email at [email protected] or by calling 714-229-6699.

CLOSED SESSION

CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
Pursuant to Government Code Section 54956.9(d)(1)
Southwest Voter Registration Education Project v. City of Cypress Case No. 30-2022-01270865-CU-CR-CJC
Orange County Superior Court

RECONVENE
6:00 P.M.

Council Chambers

PLEDGE OF ALLEGIANCE

REPORT OF CLOSED SESSION / WORKSHOP
City Manager/City Attorney
ORAL COMMUNICATIONS ON AGENDA ITEMS (Three minutes per speaker. The City Council may adjust the time allotted per speaker.)
The public may address the City Council on agenda items prior to any action taken. Although Council Members may provide brief responses, the City Council may not engage in a discussion with members of the public during the meeting. Please complete a Speaker's Card to address the City Council in-person. Please follow the instructions at the end of the agenda and wait for the Mayor/City Clerk to call on you to address the City Council virtually. Speakers providing in-person comments will be called first. Members of the public are encouraged to communicate with the City Council via email at [email protected] or by calling 714-229-6699.

CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a Council Member requests separate action on a specific item. Council Members voting no or abstaining on a Consent Calendar item may do so without removing the item from the Consent Calendar.

1. Receive and File Public Comments Submitted for the January 8, 2024 City Council January 8, 2024 | Page 2

1. Receive and File Public Comments Submitted for the January 8, 2024 City Council Meeting
Prepared by: Alisha Farnell, City Clerk
Recommendation: Receive and file submitted public comments.

2. Introduce and/or Adopt All Ordinances and Resolutions Presented for Consideration by Title Only and to Waive Further Reading

3. Approve Minutes - Meetings of November 13, November 20 and November 27, 2023 Prepared by: Alisha Farnell, City Clerk
Recommendation: Approve as submitted.

4. Approve Agreements for Video Streaming, Closed Captioning and Agenda Management Software Services
Prepared by: Alisha Farnell, City Clerk
Recommendation:

1. Approve an agreement with Destiny Software, Inc. for agenda management software and support; and

2. Approve an agreement and order with Granicus Inc. for video streaming, archiving, and closed captioning services.

5. Approve an Agreement for Education, Outreach and Communications for the Housing Element Implementation Ballot Measure
Prepared by: Alicia Velasco, Planning Director
Recommendation: Approve an agreement with TeamCivx for $104,000 to provide eduction, outreach, and communications for the Housing Element implementation ballot measure.

6. Approve Contract Services Agreements for On-Call Sanitary Sewer and Storm Drain Design Services
Prepared by: Doug Dancs, Director of Public Works
Recommendation: Approve agreements for on-call sanitary sewer and storm drain design services with AKM Consulting Engineers (AKM) and West & Associates Engineering, Inc.

January 8, 2024 | Page 3

7. Approve Additional Construction Contingency for the Community Center HVAC, Project 289
Prepared by: Doug Dancs, Director of Public Works
Recommendation: Approve an additional construction contingency of $71,000 to Bon Air, Inc., for the Community Center Heating, Ventilation, and Air Conditioning (HVAC), Project 289.

8. Award Contract for Oak Knoll Park Security Improvements, Project 331 Prepared by: Doug Dancs, Director of Public Works
Recommendation: Award a contract to Blue Violet Networks for $199,990.81, and authorize a contingency of $26,500, for Oak Knoll Park Security Improvements.

9. Award Contracts for Oak Knoll Park Sports Field Lighting Replacement, Project 361
Prepared by: Doug Dancs, Director of Public Works
Recommendation:

1. Award a contract to Musco Sports Lighting for $345,575, for the purchase of sports field lighting equipment and materials; and

2. Award a contract to R&M Electrical Contracting, for $148,115, for the installation of sports field lighting, and authorize a contingency of $22,000.

10. Receive and File the Cypress Recreation and Community Services Foundation Annual Report
Prepared by: Jeff Draper, Director of Recreation and Community Services Recommendation: Receive and file the Recreation and Community Services Foundation Annual Report for the Fiscal Year ended June 30, 2023.

11. Accept a Three-Year State of California Tobacco Grant for a Tobacco Retailer Compliance Program
Prepared by: Mark Lauderback, Chief of Police
Recommendation: Adopt a Resolution accepting a $128,958 State of California Tobacco Grant for a Three-Year Tobacco Retailer Compliance Program.

January 8, 2024 | Page 4

12. Accept an Officer Wellness and Mental Health Grant from the Board of State and Community Corrections for the Purchase of Equipment for the Police Department Gym
Prepared by: Mark Lauderback, Chief of Police
Recommendation:

1. Accept the award of $37,210 for an Officer Wellness and Mental Health grant from the Board of State and Community Corrections; and

2. Increase estimated revenues by $37,210 in the General Fund Grants Fund; and

3. Appropriate $11,613 in the General Fund Grants Fund; and

4. Appropriate $25,597 in the City's Capital Replacement Fund; and

5. Authorize the transfer of $25,597 from the General Fund Grants Fund to the City's Capital Replacement Fund.

13. Receive and File the Investment Reports for the Months Ended October 31, 2023 and November 30, 2023
Prepared by: Matt Burton, Director of Finance and Administrative Services Recommendation: Receive and file the attached investment reports.

NEW BUSINESS

14. Approve City Council Appointments to Organizations and Committees Prepared by: Alisha Farnell, City Clerk
Recommendation: Approve appointments to organizations and committees.

15. Approve an Agreement to Settle the Lawsuit Challenging the City's At-Large Method of Electing Council Members
Prepared by: Fred Galante, City Attorney
Recommendation: Approve an agreement with Malini Nagpal, Kathryn Shapiro, and Southwest Voter Registration Education Project to resolve the California Voting Rights Act action by requesting the Court to enter a judgment requiring the City, pursuant to procedures set forth in Elections Code § 10010, to change from an at-large system of electing five Council Members to a system of by-district elections for five Council Members as described in subsection (a) of Exhibit 1 of the agreement beginning with the November 2024 City Council election.

January 8, 2024 | Page 5

16. Approve a Resolution of Intention Regarding Transition to By-District City Council Elections
Prepared by: Alisha Farnell, City Clerk
Recommendation:

1. Approve a Resolution of intention regarding transition to by-district elections; and

2. Adjust the start time for Regular City Council meeting general sessions that feature a public hearing related to the adoption of by-district elections to 5pm and ensure the public hearings begin promptly at 6pm.

17. Approve an Agreement for Services to Establish City Council Electoral Districts and a Task Order for Community Outreach Services
Prepared by: Peter Grant, City Manager
Recommendation:

1. Approve an agreement with National Demographics Corporation, not to exceed $50,000, related to establishing City Council electoral districts including providing a project website, online and paper mapping tools for the public, and in-person participating at all public hearings; and

2. Approve a task order with Communications LAB, not to exceed $20,000, for by-district election communications and outreach; and

3. Appropriate $70,000 in the General Fund.

ITEMS REMOVED FROM CONSENT CALENDAR
ORAL COMMUNICATIONS (Three minutes per speaker. The City Council may adjust the time allotted per speaker.)
The public may address the City Council on any item within the subject matter jurisdiction of the City Council. Although Council Members may provide brief responses, the City Council may not discuss nor take action on items that are not on the agenda. Please complete a Speaker's Card to address the City Council in-person. Members of the public are encouraged to communicate with the City Council via email at [email protected] or by calling 714-229-6699.

COUNCIL MEMBER REPORTS FROM CITY-AFFILIATED BOARDS AND COMMITTEES

AND REMARKS

COUNCIL MEMBER ITEMS FOR FUTURE CONSIDERATION

CITY MANAGER REMARKS
ADJOURNMENT - IN MEMORY OF CYPRESS POLICE CHAPLAIN DR. JERRY SHUMARD January 8, 2024 | Page 6
ADJOURNMENT - IN MEMORY OF CYPRESS POLICE CHAPLAIN DR. JERRY SHUMARD The next meeting will be an adjourned Regular Meeting, to be held on Monday, January 22, 2024, beginning at 5:30 p.m. in the Executive Board Room.

I hereby certify under penalty of perjury under the laws of the State of California, that the foregoing Agenda was posted on the City Hall bulletin board and City website not less than 72 hours prior to the meeting. Dated this 5th day of January, 2024.

________________________________
Alisha Farnell, City Clerk
January 8, 2024 | Page 7

PUBLIC PARTICIPATION
Members of the public can participate in the City Council meeting in the following ways:

1. Attend In-Person. First-come, first-served seating is available. All attendees must be free of any symptoms associated with contagious illnesses.

2. Attend Virtually via Webinar. Follow this link:
https://attendee.gotowebinar.com/register/9182237544138617688 . Advanced registration is recommended.

The public may address the City Council virtually during Oral Communications on Agenda Items and Public Hearings. Virtual participants must click the 'hand raise' button prior to the end of the first in-person speaker to indicate they wish to address the City Council. Upon clicking the 'hand raise' button, please unmute your microphone and wait for the Mayor/City Clerk to call on you. = Hand Raise = Unmute

3. Submit Public Comments Prior to the Meeting. The public may submit comments via email to [email protected]. Comments submitted by 3:00 p.m. on the day of the meeting will be added to the City Council agenda as a Consent Calendar item.

4. Watch the Meeting. The City Council meeting can be viewed on Spectrum Cable Channel 36 or on the City's website at www.cypressca.org/watchlive.

5. Listen to the Meeting. Listen-only teleconferencing is available by calling (562) 247-8422 and entering Access Code 227-900-209. No registration or audio pin is necessary.

INVOCATION POLICY
The City Council does not endorse the content of the invocation and does not endorse the invocational speaker’s particular faith, belief and/or religious denomination. The City Council has an established neutral policy for selecting and scheduling invocational speakers. The City Council’s policy on invocations is available from the City Clerk.

AMERICANS WITH DISABILITIES ACT
In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this meeting, you should contact the City Clerk at (714) 229-6685 at least 72 hours prior to the meeting to enable the City to make reasonable arrangements to assure accessibility to this meeting.

January 8, 2024 | Page 8
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 1.

FROM: Alisha Farnell, City Clerk
DATE: 01/08/2024
SUBJECT: Receive and File Public Comments Submitted for the January 8, 2024 City Council Meeting

RECOMMENDATION
Receive and file submitted public comments.

BUDGET IMPACT
None.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Submitted Public Comment
From: Cynthia Marquez
To: City Clerk
Cc: Cesar C
Subject: Public Comment for City Council Meeting 1/8/2024 Date: Monday, January 8, 2024 2:58:43 PM
Attachments: City of Cypress Public Comment 1 8 2024.pdf Dear City Clerk,
My name is Cynthia Marquez and I am a Community Organizer for the Kennedy Commission, a non-profit organization advocating for affordable housing in Orange County. Attached to this email is a public comment for the Agenda Item #5 for today's meeting. Thank you for the opportunity to comment.

Best regards,
Cynthia Marquez
--
Cynthia Marquez | Community Organizer
The Kennedy Commission
kennedycommission.org

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 3.

FROM: Alisha Farnell, City Clerk
DATE: 01/08/2024
SUBJECT: Approve Minutes - Meetings of November 13, November 20 and November 27, 2023

RECOMMENDATION
Approve as submitted.

BUDGET IMPACT
None.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
November 13, 2023 Regular Meeting Minutes
November 20, 2023 Special Meeting Minutes
November 27, 2023 Special Meeting Minutes

REGULAR MEETING

CYPRESS CITY COUNCIL
NOVEMBER 13, 2023
4:30 P.M. – CLOSED SESSION
6:00 P.M. - GENERAL SESSION
A regular meeting of the Cypress City Council was called to order at 4:30 p.m. by Mayor Mallari in the Executive Board Room, 5275 Orange Avenue, Cypress, California.

ROLL CALL
Cypress City Council, also acting as the Ex-Officio Governing Board of Directors of the Cypress Recreation and Park District
Mayor Anne Mallari
Mayor Pro Tem Scott Minikus
Council Member David Burke
Council Member Frances Marquez
Council Member Bonnie Peat

STAFF PRESENT
City Manager Peter Grant
City Attorney Fred Galante
Planning Director Alicia Velasco
City Clerk Alisha Farnell

ORAL COMMUNICATIONS ON CLOSED SESSION / WORKSHOP ITEMS
Jon Peat, Cypress, spoke regarding Conference with Legal Counsel – Existing Litigation, Southwest Voter Registration Education Project.

CLOSED SESSION

CONFERENCE WITH REAL PROPERTY NEGOTIATOR
Pursuant to Government Code Section 54956.8
Property: 5732 Lincoln Avenue (APN 244-472-09)
Agency Negotiator: Peter Grant, City Manager
Negotiating Parties: City of Cypress and The Olson Company Under Negotiation: Price and terms of potential sale
CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to Government Code Section 54956.9(d)(1)
Southwest Voter Registration Education Project v. City of Cypress Case No. 30-2022-01270865-CU-CR-CJC
Orange County Superior Court
Mayor Mallari called for the City Attorney to announce the Closed Session item. The City Attorney announced that the City Council will recess into Closed Session to discuss the above-referenced matters. Thereafter, the Mayor recessed into Closed Session at 4:33 p.m.

RECONVENE
Mayor Mallari reconvened the public meeting at 6:05 p.m.

ROLL CALL
City Manager Peter Grant
City Attorney Fred Galante
Director of Finance and Administrative Services Matt Burton Director of Public Works Doug Dancs
Chief of Police Mark Lauderback
Planning Director Alicia Velasco
Director of Recreation and Community Services Jeff Draper City Clerk Alisha Farnell
City Engineer Nick Mangkalakiri
Lieutenant Scott Ausmus
I.T. Manager Adrian Smith
Maintenance Superintendent Jose Guerra
INVOCATION Pastor Trevor Cooper, First Baptist Church of Cypress, led the Invocation.

PLEDGE OF ALLEGIANCE Melody Martinez, Cypress Girls Softball League player, led the Pledge of Allegiance.

REPORT OF CLOSED SESSION / WORKSHOP
The City Attorney reported that the City Council met in Closed Session and held a discussion regarding the first item listed on the agenda, namely Conference with Real Property Negotiator concerning the property at 5732 Lincoln Avenue with the negotiating party: City of Cypress and The Olson Company: Price and term of potential sale. The City Attorney stated the City Council received a briefing, provided direction and no further reportable action was taken.

Regarding the second Closed Session item listed on the agenda, namely Conference with Legal Counsel – Existing Litigation, the matter of Southwest Voter Registration Education Project v. City of Cypress. The City Attorney stated the City Council held a discussion and no further reportable action was taken.

PRESENTATIONS
The City Council presented Records Supervisor Nisha Bhagat with a “Law Enforcement Records and Support Personnel Day” proclamation.

The City Council presented Colleen LaSalle from the Pancreatic Cancer Action Network with a “Pancreatic Cancer Day” proclamation.

Orange County Mosquito and Vector Control presented a plaque and certificate of recognition to the City of Cypress.

The Recreation and Community Services Director provided an update on construction projects at the Senior Center and Community Center.

ORAL COMMUNICATIONS ON AGENDA ITEMS
Jon Peat, Cypress, spoke in support of Agenda Item No. 22.

Claire Behen, Cypress Girls Softball League, spoke in support of Agenda Item No. 22.

Paulo Morales, Cypress, spoke in support of Agenda Item No. 22.

Jennifer Martinez, Cypress, spoke in support of Agenda Item No. 22.

Sherrie Esswein, Cypress, spoke in support of Item No. 22.

Ed Kraemer, Cypress, spoke in opposition to Agenda Items No. 7, 9, 21 and 22.

Bob Youngsma, Cypress, spoke in opposition to Agenda Item No. 22.

Brooke Nafarrete, Cypress, spoke regarding costs associated with Agenda Item No. 22.

Rob Johnson, Cypress, spoke in support of Agenda Item No. 22.

Amy Behen, Buena Park, spoke in support of Agenda Item No. 22.

Robert Frenzel, Cypress, spoke in support of Agenda Item No. 22.

Teddy Lloyd, Cerritos, spoke in support of Agenda Item No. 22 and requested pickle ball courts be constructed first.

Christen Jackson, Cypress, spoke in support of Agenda Item No. 22.

Marilyn Reames, Cypress, spoke in opposition to Agenda Item No. 24.

Wanda Youngsma, Cypress, spoke in opposition to Agenda Item No. 24.

CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a Council Member requests separate action on a specific item.

Council Member Marquez requested to pull Agenda Item No. 9.

Council Member Burke requested to pull Agenda Item No. 21.

Council Member Peat requested to pull Agenda Item No. 12.

A motion was made by Mayor Pro Tem Minikus, and seconded by Council Member Marquez, to approve Consent Calendar items No. 1 through 8, 10 through 11, 13 through

20. The motion was unanimously carried by the following roll call vote:

AYES: 5 COUNCIL MEMBERS: Burke, Marquez, Peat, Minikus and Mallari NOES: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None
Item No. 1: Receive and File Public Comments Submitted for the November 13, 2023 City Council Meeting
Recommendation: Receive and file submitted public comments.

Item No. 2: Introduce and/or Adopt All Ordinances and Resolutions Presented for Consideration by Title Only and to Waive Further Reading Item No. 3: Approve Minutes – Meetings of October 9, and October 23, 2023 Recommendation: Approve as submitted.

Item No. 4: Proclaim November 14, 2023 as Law Enforcement Records and Support Personnel Day
Recommendation: Proclaim November 14, 2023 as Law Enforcement Records and Support Personnel Day.

Item No. 5: Proclaim November 16, 2023 as World Pancreatic Cancer Day Recommendation: Proclaim November 16, 2023 as World Pancreatic Cancer Day.

Item No. 6: Receive an Update on the Strategic Plan Six-Month Objectives Recommendation: Receive an update on the Strategic Plan six-month objectives.

Item No. 7: Approve a Revision to the Citrus Square Senior Community Affordable Housing Agreement
Recommendation: Approve a revision to the Affordable Housing Agreement with CypressMoodyM 2022, LLC.

Item No. 8: Second Reading of an Ordinance Amending the Municipal Code to Implement the Housing Element and Comply with the State and Housing Laws Recommendation: Approve the second reading and adopt an Ordinance, by the title only and waive further reading, amending selected provisions of Appendix I (Zoning) of the Cypress Municipal Code related to multi-family housing development and design standards, multi-family permitting procedures, and accessory dwelling units in support of Housing Element implementation.

ORDINANCE NO. 1206

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CYPRESS,

CALIFORNIA, AMENDING SELECTED PROVISIONS OF APPENDIX I
(ZONING) OF THE CYPRESS MUNICIPAL CODE RELATED TO MULTIFAMILY HOUSING DEVELOPMENT AND DESIGN STANDARDS, MULTIFAMILY PERMITTING PROCEDURES, AND ACCESSORY DWELLING UNITS IN SUPPORT OF HOUSING ELEMENT IMPLEMENTATION; AND FINDING

THE ACTION EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
Item No. 10: Approve Revision to Class Specification for Accountant Recommendation: Adopt a Resolution revising the class specification for Accountant.

RESOLUTION NO. 6949

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CYPRESS,

AND ACTING AS EX-OFFICIO BOARD OF DIRECTORS OF THE

CYPRESS RECREATION AND PARK DISTRICT, REVISING THE

CLASS SPECIFICATION OF ACCOUNTANT
Item No. 11: Approve the Purchase for Renewal of Network Security Monitoring Services
Recommendation: Approve a three-year agreement with SHI International Corp. for $117,417.82 to renew the city’s Artic Wolf Managed Detection and Response Network Security Monitoring Services.

Item No. 13: Accept the Arterial Rehabilitation – Intersections, Project 346 Recommendation:

1. Accept the Arterial Rehabilitation – Intersection, Project 346, in the amount of $303,691.40 and approve the final payment of $7,216 to Palp, Inc. DBA Excel Paving Company; and

2. Authorize the City Engineer to file a Notice of Completion with County Recorder.

Item No. 14: Award Contracts for Cerritos Avenue Frontage Landscape Improvements, Project 320
Recommendation:

1. Award a contract to Marina Landscape, Inc., for $215,690, and authorize a contingency of $32,300; and

2. Approve a Task Order for Construction Inspection Services to Ardurra Group Inc., for $51,897, and authorize a contingency of $7,700; and

3. Approve a $134,593 appropriation increase in the City Capital Projects Fund for the Cerritos Avenue Frontage Landscape Improvements, Project 320; and

4. Approve a $134,593 transfer from the Gas Tax 2106 Fund to the City Capital Projects Fund for the additional project costs.

Item No. 15: Approve Plans and Specifications for Oak Knoll Park Security Improvements, Project 331
Recommendation: Approve Plans and Specifications for Oak Knoll Park Security Improvements, Project 331.

Item No. 16: Award a Contract for the Purchase and Installation of Flooring/Carpeting for the City Hall West Wing, Project 326 Recommendation: Award a contract to Milliken Services, LLC, for $89,078.95, for the purchase and installation of carpet tiles and LVT (Luxury Vinyl Tile) flooring, and authorize a contingency of $8,900.

Item No. 17: Award Contracts for City Hall Public Restroom Improvements, Project 324
Recommendation:

1. Award a contract to Corral Construction and Development Inc., for $173,001, and authorize a contingency of $26,000; and

2. Approve a Task Order for Construction Inspection Services to Ardurra Group Inc., for $31,626, and authorize a contingency of $4,800.

Item No. 18: Approve Plans and Specifications and Award Contract for Sewer System Evaluations, Project 355
Recommendation:

1. Approve Plans and Specifications for Sewer System Evaluations, Project 355; and

2. Award a contract to Premier Pipe, Inc., Upland CA, for $133,390, and authorize a contingency of $20,000.

Item No. 19: Award Contracts for Sewer System Improvements, Project 354 Recommendation:

1. Approve Plans and Specifications for the Sewer System Improvements, Project 354; and

2. Award a contract for sewer line improvements to Sancon Technologies Inc., Huntington Beach, CA, for $68,770, and authorize a contingency of $10,300; and

3. Approve a Task Order for Construction Inspection Services to Ardurra Group, Inc., for $23,362, and authorize a contingency of $3,500; and

4. Authorize additional appropriations of $22,932 in Sewer Fund for Sewer System Improvements.

Item No. 20: Authorize the Purchase of Six Public Works Vehicles Recommendation:

1. Authorize the purchase of four Public Works vehicles for $293,255.90 from National Auto Fleet Group; and

2. Authorize the purchase of one Public Works bucket truck for $228,536.65 from Custom Truck One Source; and

3. Authorize the purchase of one Public Works water trailer for $10,312.19 from Multiquip, Inc.; and

4. Authorize an appropriation increase of $29,105 in the Capital Replacement Fund to purchase and fully up fit the vehicles; and

5. Authorize a transfer of $29,105 from the General Fund to the Capital Replacement Fund for the balance of the vehicles.

NEW BUSINESS
Item No. 22: Award Contracts for Arnold Cypress Park Rehabilitation, Project 308, and Approve a Loan Agreement Between the City and District The City Manager, Director of Recreation and Community Services, City Engineer and Director of Finance and Administrative Services provided a report on this item.

City Council discussion ensued.

City Council asked questions of staff.

A motion was made by Mayor Pro Tem Minikus, and seconded by Council Member Peat, to award a contract to Los Angeles Engineering, Inc. for $28,040,000 and authorize a contingency of $2,804,000; and award a contract to Griffin Structures, Inc. for construction management and inspection services for $875,000 and authorize a contingency of $87,500; and appropriate an additional $6 million for the construction of Arnold Cypress Park; and approve a Repayment Agreement and Promissory Note between the City and District for an amount not to exceed $33.5 million.

A substitute motion was made by Council Member Burke, and seconded by Council Member Marquez, to approve staff recommendations with the amendment that $10 million of the project costs will be paid by the City’s general fund.

City Council discussion ensued.

The substitute motion failed by the following roll call vote:

AYES: 2 COUNCIL MEMBERS: Burke and Marquez
NOES: 3 COUNCIL MEMBERS: Peat, Minikus and Mallari
ABSENT: 0 COUNCIL MEMBERS: None
The original motion passed by the following roll call vote:

AYES: 3 COUNCIL MEMBERS: Peat, Minikus and Mallari
NOES: 2 COUNCIL MEMBERS: Burke and Marquez
ABSENT: 0 COUNCIL MEMBERS: None
Item No. 23: Approve an Agreement for a Police Vehicle Mobile Audio Video System
The Chief of Police provided a report on this item.

City Council discussion ensued.

A motion was made by Mayor Pro Tem Minikus, and seconded by Council Member Peat, to approve a five-year agreement for $404,199 with Axon Enterprises, Inc. for the purchase, installation and support of a mobile audio video system for Police Department patrol vehicles; and approve an agreement with Axon Enterprises, Inc. for Sourcewell cooperative agreement pricing.

The motion was unanimously carried by the following roll call vote:

AYES: 5 COUNCIL MEMBERS: Burke, Marquez, Peat, Minikus and Mallari NOES: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None
Item No. 24: Consider Proposals for an Investigation of the Disclosure of Information from Confidential Closed Sessions of the City Council and Provide Direction
The City Manager provided procedural guidance on this item.

City Council discussion ensued.

A motion was made by Council Member Burke, and seconded by Council Member Marquez, to obtain signed affidavits attesting to not having leaked Closed Session information from all parties in attendance in Closed Session.

The motion was unanimously carried by the following roll call vote:

AYES: 5 COUNCIL MEMBERS: Burke, Marquez, Peat, Minikus and Mallari NOES: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None
A motion was made by Mayor Mallari, and seconded by Council Member Peat, to continue the item to a future Special Meeting for further discussion and consideration.

The motion was unanimously carried by the following roll call vote:

AYES: 5 COUNCIL MEMBERS: Burke, Marquez, Peat, Minikus and Mallari NOES: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None

ITEMS REMOVED FROM CONSENT CALENDAR
Item No. 9: Approve an Agreement to Conduct Public Opinion Research for the Housing Element Implementation Ballot Measure
Council Member Marquez commented on this item.

City Council discussion ensued.

A motion was made by Mayor Pro Tem Minikus, and seconded by Council Member Peat, to approve an agreement with Fairbank, Maslin, Maullin, and Metz & Associates for $33,500 to conduct public opinion research for the Housing Element implementation ballot measure.

The motion was carried by the following roll call vote:

AYES: 4 COUNCIL MEMBERS: Burke, Peat, Minikus and Mallari NOES: 1 COUNCIL MEMBERS: Marquez
ABSENT: 0 COUNCIL MEMBERS: None
Item No. 12: Adopt a Resolution Approving the Measure M2 Annual Expenditure Report
Council Member Peat commented on this item.

City Council discussion ensued.

A motion was made by Council member Peat, and seconded by Council Member Marquez, to adopt a Resolution approving the Measure M2 Annual Expenditure Report for the fiscal year ended June 30, 2023.

The motion was unanimously carried by the following roll call vote:

AYES: 5 COUNCIL MEMBERS: Burke, Marquez, Peat, Minikus and Mallari NOES: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None
RESOLUTION NO. 6950

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CYPRESS,

AND ACTING AS EX OFFICIO GOVERNING BOARD OF DIRECTORS OF

THE CYPRESS RECREATION AND PARK DISTRICT, CONCERNING THE MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF CYPRESS
FOR THE FISCAL YEAR ENDED JUNE 30, 2023
Item No. 21: Approve Names for Arnold Cypress Park Softball Fields Council Member Burke commented on this item.

City Council discussion ensued.

A motion was made by Council Member Peat, and seconded by Mayor Pro Tem Minikus, to approve naming the Arnold Cypress Park softball fields: Founders Field, Rob Johnson Field, Lucy Polanco Field, and Anna Piercy Field.

The motion was unanimously carried by the following roll call vote:

AYES: 5 COUNCIL MEMBERS: Burke, Marquez, Peat, Minikus and Mallari NOES: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None

ORAL COMMUNICATIONS
Julie Kay, Cypress, spoke regarding enforcement regulations regarding chickens.

Colleen Janssen, Cypress, spoke regarding code enforcement regulations regarding chickens.

Bob Youngsma, Cypress, spoke regarding pending lawsuit.

Christen Jackson, Cypress, spoke regarding grass field at Lexington Park and OC Animal Care Shelter operation hours.

Glenn Button, Cypress, spoke regarding good governance proverbs.

The City Attorney and City Manager spoke regarding farm animal keeping within the City.

COUNCIL MEMBER REPORTS FROM CITY-AFFILIATED BOARDS AND

COMMITTEES AND REMARKS
Council Member Marquez:

Will attend the Santa Ana River Flood Protection Agency Board meeting. Attended groundbreaking ceremony for the Cypress High School athletic field. Attended Veterans ceremony at Arnold and Vessel Elementary. Participated in the Boy Scouts Troop 295 annual Veterans Day flag tribute at Forest Lawn.

Council Member Peat:

Participated in an Eagle Scout interview. Shared information regarding Mosquito awareness and prevention. Spoke about growing interest in farm animal keeping within the City.

Council Member Burke
Attended OC Library Advisory Board meeting. Spoke further regarding Agenda Item No. 22 and reaching City Council consensus.

Mayor Pro Tem Minikus
Attended Veterans Day flag tribute at Forest Lawn. Spoke at Cottonwood Church for Veterans Day celebration.

Mayor Mallari
Attended Veterans Day flag tribute at Forest Lawn. Attended Veterans of Distinction ceremony at Cypress College and congratulated former Mayors Leroy Mills and Paulo Morales. Announced her daughter was married this weekend.

COUNCIL MEMBER ITEMS FOR FUTURE CONSIDERATION
None.

CITY MANAGER REMARKS
Announced the next regular City Council meeting will be held on December 11 and the Holiday Sing event will take place on December 5.

ADJOURNMENT
Mayor Mallari adjourned the Regular Meeting at 10:10 p.m. to an adjourned Regular Meeting, to be held on Monday, December 11, 2023, beginning at 5:30 p.m. in the Executive Board Room.
_______________________________

MAYOR OF THE CITY OF CYPRESS
ATTEST:
___________________________________

CITY CLERK OF THE CITY OF CYPRESS

SPECIAL MEETING

CYPRESS CITY COUNCIL
NOVEMBER 20, 2023
12:00 P.M. – Closed Session
1:30 P.M. (Approximate) – General Session
A special meeting of the Cypress City Council was called to order at 12:00 p.m. by Mayor Mallari in the Executive Board Room, 5275 Orange Avenue, Cypress, California.

STAFF PRESENT
City Manager Peter Grant
City Attorney Fred Galante
City Clerk Alisha Farnell

ORAL COMMUNICATIONS ON CLOSED SESSION/ WORKSHOP ITEMS
(Limited to 30 minutes – three minutes per speaker. The City Council may adjust the time allotted per speaker.)
Brooke Nafarette, Cypress, spoke regarding Conference with Legal Counsel – Existing Litigation, Southwest Voter Registration Education Project.

CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to Government Code Section 54956.9(d)(1)
Southwest Voter Registration Education Project v. City of Cypress Case No. 30-2022-01270865-CU-CR-CJC
Orange County Superior Court
Mayor Mallari called for the City Attorney to announce the Closed Session item. The City Attorney announced that the City Council will recess into Closed Session to discuss the above-referenced matter. Thereafter, the Mayor recessed into Closed Session at 12:06 p.m.

RECONVENE
Mayor Mallari reconvened the public meeting in the Council Chambers at 1:38 p.m.

STAFF PRESENT
City Manager Peter Grant
City Attorney Fred Galante
City Clerk Alisha Farnell

REPORT OF CLOSED SESSION
The City Attorney stated that the City Council met in Closed Session regarding the item listed on the agenda, namely Conference with Legal Counsel – Existing Litigation, the matter of Southwest Voter Registration Education Project v. the City of Cypress. The City Attorney stated the City Council held a discussion on this matter and no further reportable action was taken.

ORAL COMMUNICATIONS ON AGENDA ITEMS
None.

CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a Council Member requests separate action on a specific item.

Item No. 1: Receive Public Comments Submitted for the November 20, 2023 Special City Council Meeting
Recommendation: Receive and file submitted public comments.

The City Clerk reported that no public comments were submitted.

No action was taken.

CONTINUED ITEMS
Item No. 2: Consider Proposals for an Investigation of the Disclosure of Information From Confidential Closed Sessions of the City Council and Provide Direction
The City Attorney provided procedural guidance on this item.

City Council discussion ensued.

A motion was made by Council Member Burke, and seconded by Council Member Peat, to not consider the received investigation proposals and take no further action in this matter.

The motion was carried by the following roll call vote:

AYES: 3 COUNCIL MEMBERS: Burke, Marquez, Peat
NOES: 2 COUNCIL MEMBERS: Minikus and Mallari
ABSENT: 0 COUNCIL MEMBERS: None

ADJOURNMENT
Mayor Mallari adjourned the meeting at 2:01 p.m. to an adjourned Regular Meeting, to be held on Monday, December 11, 2023, beginning at 5:30 p.m. in the Executive Board Room.
_______________________________

MAYOR OF THE CITY OF CYPRESS
ATTEST:
___________________________________

CITY CLERK OF THE CITY OF CYPRESS

SPECIAL MEETING

CYPRESS CITY COUNCIL
NOVEMBER 27, 2023
10:00 A.M.

A special meeting of the Cypress City Council was called to order at 10:01 a.m. by Mayor Mallari in the Executive Board Room, 5275 Orange Avenue, Cypress, California.

Council Member Bonnie Peat

STAFF PRESENT
City Manager Peter Grant
City Attorney Fred Galante
City Clerk Alisha Farnell

ORAL COMMUNICATIONS ON CLOSED SESSION/ WORKSHOP ITEMS
None.

Mayor reconvened the public meeting at 12:54 p.m.

REPORT OF WORKSHOP AGENDA / CLOSED SESSION
The City Attorney stated that the City Council met in Closed Session regarding the sole item listed on the agenda, namely Conference with Legal Counsel – Existing Litigation, the matter of Southwest Voter Registration Education Project v. the City of Cypress. The City Attorney stated the City Council received an update, provided direction and no further reportable action was taken.

ADJOURNMENT
Mayor Mallari adjourned the meeting at 12:56 p.m. to an adjourned Regular Meeting, to be held on Monday, December 11, 2023, beginning at 5:30 p.m. in the Executive Board Room.
_______________________________

MAYOR OF THE CITY OF CYPRESS
ATTEST:
___________________________________

CITY CLERK OF THE CITY OF CYPRESS
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 4.

FROM: Alisha Farnell, City Clerk
DATE: 01/08/2024
SUBJECT: Approve Agreements for Video Streaming, Closed Captioning and Agenda Management Software Services

RECOMMENDATION

1. Approve an agreement with Destiny Software, Inc. for agenda management software and support; and

2. Approve an agreement and order with Granicus Inc. for video streaming, archiving, and closed captioning services.

DISCUSSION
In 2016, the City entered into agreements for video streaming and archiving of City Council meetings and agenda management software. Video streaming provides residents with the ability to view live and archived City Council meetings on the website without the need for cable television. The agenda management software system transitioned the agenda process from a completely manual paper system to a fully integrated online system that provides the ability to easily navigate through current and prior agendas online, as well as subscribe to email notifications when an agenda is published.

The agreement for video streaming services expires on January 31, 2024 and the agreement for agenda management software services expires on June 30, 2024. The City Council's Strategic Plan includes an objective to recommend new agreements for agenda management and video streaming services to the City Council. The City released a Request for Proposals for video streaming and archiving, closed captioning, and agenda management software in mid-2023 and received four responses. Proposals were reviewed and evaluated based on scope of services, implementation schedule including transition of archived files/videos, pricing, staff resources required, and ease of use.

Based on these factors, it is recommended the City Council approve the attached agreement with Destiny Software, Inc. for agenda management software and support and the attached master subscription agreement and order with Granicus, Inc. for video streaming, archiving and closed captioning services.

Destiny Software, Inc. is the current vendor for agenda management software and support.

Destiny's agenda management system, AgendaQuick, is a competitively-priced software platform that meets the City's needs and provides the public with an easy to use portal to access all archived agendas and documents. Additionally, Destiny Software provides outstanding personalized customer support, ensuring that the City is able to access immediate assistance if software issues arise and enabling the City to continue to meet all public meeting notification requirements under State law.

The City's previous vendor for video streaming and archiving, Swagit Productions LLC, was recently acquired by Granicus, Inc., a well-known vendor that provides a variety of cloud-based technological solutions for government agencies. Under the attached master subscription agreement and order, Granicus will provide its video streaming and archiving services, EASETM25, which includes hands-free indexing of up to 25 meetings per year, archived media on-demand, and up to 120 hours of additional content per year. Additionally, the agreement will provide for closed captioning of City Council meetings utilizing Granicus' CaptionLive Basic solution, which includes automated transcription of meetings.

BUDGET IMPACT
The annual fee for the first year of agenda management software is $6,200 and the annual fee for years two through four and the two option years is $6,800. The total cost over the initial four-year term is $26,600 and these costs will be incorporated into future budgets. The Granicus agreement and order include annual subscription fees of $8,340 for its video streaming services and $3,450.17 for closed captioning services for a total annual subscription fee for both products of $11,790.17. Sufficient amounts are available in the budget for video streaming and closed captioning services for the remainder of the fiscal year and future budgets will incorporate the annual subscription fees. There is a one-time cost of $17,280 for the purchase and set-up of new equipment to enable closed captioning services and sufficient amounts are included in the FY 2023-24 Budget for the purchase.

LEGAL REVIEW
The agreements have been reviewed by the City Attorney's office.

APPROVED BY: Peter Grant, City Manager
Attachments
Destiny Software Agreement
Granicus Master Subscription Agreement and Order
301444.9 1

CITY OF CYPRESS

AGREEMENT FOR CONTRACT SERVICES FOR

AGENDA MANAGEMENT SYSTEM
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of _______, 2023, by and between the CITY OF CYPRESS, a California municipal corporation (“City”) and DESTINY SOFTWARE, INC. (herein “Contractor”).

NOW, THEREFORE, the parties hereto agree as follows:

1. SERVICES OF CONTRACTOR

1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by reference. Contractor warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner.

1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction.

1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement.

1.4 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

2. COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum contract amount of Forty Thousand Two Hundred Ninety Dollars ($40,290) (“Contract Sum”).

2.2 Invoices. Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person.
2 301444.9
City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within forty five (45) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.

Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for 3 301444.9
any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

4. COORDINATION OF WORK

4.1 Representative of Contractor. Dean Dickinson is hereby designated as being the representative of Contractor authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Contractor and any authorized agents shall be under the exclusive direction of the representative of Contractor. Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, and shall keep City informed of any changes.

4.2 Contract Officer. The City Clerk [or such person as may be designated by the City Manager] is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith (“Contract Officer”).

4.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void.

4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City.

5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either 4 301444.9
the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit.
(b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars, and any other automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement.

During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(f) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or officers, employees or agents may apply in excess of, and not contribute with Contractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this 5 301444.9
Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City.

City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

5.3 Indemnification. To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
a. Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney’s fees incurred in connection therewith;
b. Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
c. In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorney’s fees.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional 6 301444.9
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.

6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records.

6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require.

6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer.
(b) Contractor shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives the City notice of such court order or subpoena.
(c) If Contractor provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct.
(d) Contractor shall promptly notify the City should Contractor be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar 7 301444.9
proceeding. Contractor agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Contractor.

6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the “documents and materials”) prepared by Contractor in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder.

Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Orange, State of California.

7.2 Disputes; Default. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.

7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

Notwithstanding any contrary provision herein, Contractor shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for 8 301444.9
termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon written notice to Contractor. In addition, the Contractor may terminate this Contract at any time for cause, upon sixty (60) days’ advance written notice to City. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit “C”. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.5 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

8. MISCELLANEOUS

8.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class

8.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Cypress, 5275 Orange Avenue, Cypress, California 90630 and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agreement.

Either party may change its address by notifying the other party of the change of address in writing. 9 301444.9
Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

8.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.7 Attorney’s Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees, whether or not the matter proceeds to judgment.

8.8 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

8.9 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

8.10 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” 10 301444.9
pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Contractor’s Authorized Initials _______

8.11 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[Signatures on the following page.]

01006-0001/301444.1
A-1
EXHIBIT “A”

SCOPE OF SERVICES
Pursuant to the terms herein, Contractor agrees to provide hosted agenda management software services as provided below in exchange for payment of fees:

Proposed Solution: AgendaQuick™
• Web-based agenda software application designed to simplify the agenda management process from start to finish.
• Easy-to-use Agenda Management product offered as a hosted solution. • Included installation and setup, as needed.
• Annual hosting of unlimited meeting types.
• Site license that allows for unlimited users of AgendaQuick™ system. • Automated workflow systems to include rout maps and variable routing with the ability for Administrators to modify workflows at any time.
• Customizable minutes module that incorporates information from the agenda directly to the minutes.
• Full integration with encoding/streaming video services • Agenda information stored in SQL database and provides search functions with multiple options for locating agenda information.
• Archive storage and retrieval for multiple years of archived content. • Cross-platform accessibility – AgendaQuick™ can be accessed from any device that has access to the internet via a web browser.
• Included online administrator and user training, as well as ongoing customer support designed to immediately deal with any issue presented and any questions or concerns.

Customer service is to be available to City Monday through Friday from 8:00 a.m. to 5:00 p.m. Pacific Time.
301444.9 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 2.2 shall be amended to read as follows:

2.2 Invoices. Contractor shall furnish to City an original invoice annually for all work to be performed and expenses to be incurred during the fiscal year in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Contractor to determine whether it is in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within forty five (45) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period.

In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

C-1
301444.9
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. AgendaQuick™ Pricing:

City agrees to pay Contractor an annual fee to include hosting (unlimited meeting types/unlimited users), maintenance, customer service, installation and setup, and admin and user training as follows:

Description Cost
For AgendaQuick™ services provided July 1, 2024 through June 30, 2025 $6,200.00 For AgendaQuick™ services provided July 1, 2025 through June 30, 2026 $6,800.00 For AgendaQuick™ services provided July 1, 2026 through June 30, 2027 $6,800.00 For AgendaQuick™ services provided July 1, 2027 through June 30, 2028 $6,800.00 Billing for services will occur annually, each June. For any Extended Terms entered into by the City and Contractor as provided in Exhibit “D”, the annual fee for the aforementioned services will remain at the rate of $6,800.00.

II. Additional Storage Costs:

Disk storage in excess of 10GB will be subject to Contractor’s excess storage fees in effect at that time. Current fees are $15/year for each additional 1GB over the 10GB limit.

D-1
301444.9
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
II. Section 3.4 shall be amended to read as follows:

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect through June 30, 2028. Thereafter, the City shall have the right, in its sole and unfettered discretion, to extend the Term of this Agreement for two (2) additional Twelve (12) month Extended Term(s) by giving notice of such election to Contractor not later than sixty (60) calendar days prior to the end of the Term or any Extended Term of this Agreement. Such Extended Term(s) shall be on the same terms and conditions set forth in this Agreement.
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Master Subscription Agreement
US/Canada
This Master Subscription Agreement (“Agreement”) is effective as of the date an Order or SOW (as defined below) commences (“Effective Date”) between the party procuring Granicus Products and/or Services (“Client”) and Granicus, LLC, a Minnesota Limited Liability Company (“Granicus”).

1. Definitions. For the purpose of this Agreement, the following terms have the corresponding definitions:
“Content” means any material or data: (i) displayed or published on Client’s website; (ii) provided by Client to Granicus to perform the Services; or (iii) uploaded into Products.
“Products” means the online or cloud subscription services, on premise software, and embedded software licensed to Client, and hardware components purchased by Client under this Agreement;
“IP Rights” means all current and future worldwide statutory or other proprietary rights, whether registered or unregistered, including but not limited to, moral rights, copyright, trademarks, rights in designs, patents, rights in computer software data base rights, rights in know how, mask work, trade secrets, inventions, domain or company names and any application for the foregoing, including registration rights.
“Order” means a binding proposal, written order, or purchasing document setting forth the Products made available to Client pursuant to this Agreement; “Services” means the consulting, integration, installation, and/or implementation services to be performed by Granicus as described in the SOW; “SOW” means a statement of work agreed to by the parties that references this Agreement and describes the Services and Deliverables provided as part of a Services engagement pursuant to the Services provisions set forth in this Agreement; and

2. Intellectual Property Ownership and Use Rights.
a) Intellectual Property Ownership. Granicus and its licensors own all IP Rights in the Products. Client and its authorized users have no right, title or interest in the Products other than the license rights expressly granted herein. All rights not expressly granted in the Products are reserved by Granicus or its licensors. b) License to Products. Granicus hereby grants Client a non-exclusive, nontransferable license to access and use the Products identified in the Order during the Term set forth therein. In addition to the terms of this Agreement and the Order, product-specific license terms applicable to certain of the Products can be found at granicus.com/legal/licensing and are hereby incorporated into this Agreement granicus.com | [email protected] page 2
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by reference. Granicus reserves all right, title and interest in and to all Granicus Products, including all rights not expressly granted to Client under this Agreement. c) Third Party Contractors. Client may permit its third-party contractors to access and use the Products solely on behalf of and for the benefit of Client, so long as: (i) such contractor agrees to comply with this Agreement as if it were Client; (ii) Client remains responsible for each contractor's compliance with this Agreement and any breach thereof; and (iii) all volume or transaction-based use of the Products includes use by contractors. All rights granted to any contractor terminate immediately upon conclusion of the Services rendered to Client that give rise to such right. Upon termination of such rights, contractor will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary Granicus information in its possession. Client will certify compliance with this section in writing upon Granicus’ request.
d) Data Sources. Client may only upload data related to individuals that originates with or is owned by Client. Client shall not upload data purchased from third parties without Granicus’ prior written consent and list cleansing Services provided by Granicus for an additional fee. Granicus will not sell, use, or disclose any personal information provided by Client for any purpose other than performing Services subject to this Agreement.
e) Content. Client can only use Products to share Content that is created by or owned by Client and/or Content for affiliated organizations, provided that use by Client for affiliated organizations is in support only, and not as a primary communication vehicle for such organizations that do not have their own license to the Products. Granicus is not responsible for any Content used, uploaded or migrated by Client or any third party.
f) Advertising. Client shall not use Products to promote products or services available for sale through Client or any third party without Granicus’ prior written consent.
g) Restrictions. Client shall not:
(i) Use or permit any end user to use the Products to store or display adult content, promote illegal or immoral activities, send or store infringing, obscene, threatening or unlawful or tortious material or disrupt others use of the Products, network services or network equipment, including unsolicited advertising or chain letters, propagation of computer worms and viruses, or use of the Products to make unauthorized entry into any other device accessible via the network or Products;
(ii) Use the Products as a door or signpost to another server; granicus.com | [email protected] page 3
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(iii) Disassemble, decompile, reverse engineer or make derivative works of the Products;
(iv) Rent, lease, lend, or host the Products to or for any third party, or disclose the Products to any third party except as otherwise permitted in this Agreement or an Order or SOW;
(v) Use the Products in violation of any applicable law, rule, or regulation, including violation of laws regarding the processing, use, or disclosure of personal information, or violation of any United States export control or regulation, United States embargo, or denied or sanctioned parties prohibitions; or
(vi) Modify, adapt, or use the Products to develop any software application intended for resale which uses or competes with the Products in whole or in part.

3. Term; Termination.
a) Agreement Term. This Agreement begins on the Effective Date and remains in effect for the period set out in the Order (“Initial Term”). Thereafter, this Agreement will continue in effect until all Orders or SOWs have expired or been terminated. b) Order Term. Each Order will be effective on the date set out therein and will remain in effect during the Initial Term identified in such Order. Each Order will automatically renew for twelve (12) month terms (each, a “Renewal Term”) unless either party gives the other party notice of non-renewal at least sixty (60) days prior to the end of the applicable Term of the Order. The Initial Term and all Renewal Terms are collectively, the “Term”.
c) SOW Term. Each SOW will begin on the effective date of the SOW and will remain in effect until the Services are completed, this Agreement is terminated, or the termination date set out in the SOW (the “Termination Date”), whichever is later.

If no specific Termination Date is designated in the SOW, Client may terminate the SOW upon thirty (30) days written notice to Granicus.
d) Termination for Default. Either party may terminate this Agreement or any Order or SOW by written notice if the other party commits a material breach of this Agreement or the applicable Order or SOW and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional period of time as agreed to by the parties.
e) Effect of Termination. Upon expiration or termination of an Order or SOW for any reason: (i) Client’s right to access and use the Products will immediately cease (except for perpetual licenses granted under an Order, which will continue to be governed by this Agreement for the duration of the license); (ii) Client will promptly remit any fees due to Granicus under all Orders and SOWs; (iii) Granicus will promptly granicus.com | [email protected] page 4
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cease performance of any Services; and (iv) the parties will return or destroy any Confidential Information of the other party in its possession, and certify upon request to the other party of compliance with the foregoing. Client will have thirty (30) days from the expiration date of a subscription to extract or download any Content stored in the Products. Granicus has no obligation to retain any Content after such thirty (30)-day period nor is Granicus responsible for extracting the data on Client’s behalf absent separate written agreement and the payment of additional fees. f) Survival. Sections 4 (Fees, Payment), 9 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability), 13 (Governing Law) and any other clause that by its nature is intended to survive will survive termination of this Agreement indefinitely or to the extent set out therein.

4. Fees; Payment.
a) Fees. Client will pay all fees, costs and other amounts as specified in each Order or SOW. Annual fees are due upfront at the beginning of each annual term.

Services fees and one-time fees are due according to the billing frequency specified in each Order or SOW. Granicus may suspend Client’s access to any Products if there is a lapse in payment not remedied promptly upon notice to Client. A lapse in the Term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is Client’s responsibility to provide applicable exemption certificate(s).
b) Payment. Client will remit payment of the fees due within thirty (30) days of receipt of an accurate invoice from Granicus or its authorized reseller, or if Client is subject to different payment terms imposed by applicable regulation, such required payment duration. Any disputed amounts will be identified in writing to Granicus within the payment period or be deemed accurate and payable. With respect to any amount due to Granicus which is not paid within thirty (30) days of an undisputed invoice, Granicus may apply interest at the rate of one and half percent (1.5%) per month, or such lesser amount required by law, assessed from the due date through the date of payment. Client acknowledges and agrees that orders placed by Client for Products and Services will be non-cancellable and the fees paid are non-refundable unless otherwise expressly stated in the Agreement. c) Purchase Orders. Upon request, Granicus will reference a purchase order numbr on its invoices if Client provides the corresponding purchase order information to Granicus prior to generating the invoice. Client agrees that a failure to provide Granicus with purchase order information will not relieve Client of its obligations to provide payment in accordance with this section.
d) Price Changes. Subject to any price schedule or pre-negotiated fees to which this Agreement or an Order may be subject, Granicus will provide notice of any price changes at least ninety (90) days prior to the end of the current Term, which will become effective as of the next Renewal Term. Renewals at the same volume amount will not increase more than ten percent (10%) over the prior year’s fees. granicus.com | [email protected] page 5
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Purchases of additional Products will be at Granicus’ then-current price and licenses, subject to volume or transaction metrics, and will be reviewed annually prior to commencement of the Renewal Term, with fees adjusted to cover increases in Client’s use.
e) Cooperative Purchasing. To the extent permitted by law the terms of this Agreement may be extended for use by other municipalities, school districts and governmental agencies. Orders and SOWs entered into by such third parties are independent agreements between the third party and Granicus and do not affect this Agreement or any Order or SOW between Granicus and Client.

5. Client Responsibilities.
a) Content. Client will be solely responsible for the Content submitted to the Products and will comply with all laws, rules and regulations relating to the use, disclosure and transmission of such Content, including providing such to Granicus.

Client represents and warrants it has the legal right to provide the Content to Granicus and that such use or disclosure does not violate the intellectual property, privacy or other legal rights of any third party. Client grants Granicus a limited, nonexclusive right during the Term to access and use the Content to provide the Products and Services. Content does not include user feedback related to the Products or Services, which Granicus is free to use without any further permission or consideration to Client. In addition, Content does not include data generated by use of the Products, including system data and data derived from Content in an aggregated and anonymized form, which may be used by Granicus for any and all business purposes including diagnostics and system and product improvements. b) Data Backup and Protection. Client will maintain a back-up of any data or data files provided to Granicus. For certain Products, Granicus offers functionality that requires subscribers to enable password protection of subscriber profiles and associated data. Client assumes all responsibility for implementing and enforcing this security functionality in its sole discretion.
c) Passwords. Sign-on credentials used to access the Products are nontransferable. Client is responsible for keeping all passwords secure and for all use of the Products through Client’s sign in credentials.
d) Cooperation. Client will provide any assistance reasonably required by Granicus to perform the Services, including timely review of plans and schedules for the Services and reasonable access to Client’s offices for Services performed onsite. e) Third-Party Technology. Client will be responsible for securing all licenses for third party technology necessary for Granicus to perform the Services (including the right for Granicus to use such technology) and will be responsible for the performance of any third-party providing goods or services to Client related to the Services, including such third party’s cooperation with Granicus.

6. Support. Basic support and maintenance services provided to Client for Products (“Support”) is included in the fees paid for the Granicus Product granicus.com | [email protected] page 6
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subscription or maintenance during the Term and will be provided in accordance with the Service Level Agreement set forth at www.granicus.com/legal/licensing.

Granicus may update its Support obligations under this Agreement, so long as the level of Support agreed to by the parties is not materially diminished due to such modification.

7. Representations; Warranties; Disclaimers.
a) Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
b) Warranties:
(i) Each party warrants that it has the rights necessary to grant to the other party the licenses granted in this Agreement.
(ii) Granicus warrants that it will perform its obligations in a professional and workmanlike manner in accordance with industry standards. (iii) Client’s sole and exclusive remedy and Granicus ’ sole obligation for breach of the warranties in this Section are as follows: (i) for a breach of the warranty in Section 7.b.(i), the indemnity in Section 10 of this Agreement; and (ii) for a breach of the warranty in Section 7.b.(ii) reperformance of the nonconforming Services, provided that Client notifies Granicus of a non-conformity in this Section during the thirty (30) day period following Granicus’ completion of the applicable Services.
c) Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS THIS SECTION, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND GRANICUS DISCLAIMS ALL OTHER

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.

8. Services.
a) Granicus will perform Services in accordance with this Agreement and the SOW. Granicus is not obligated to provide any Services unless set out in the SOW.

Unless otherwise set out in the SOW or as agreed to by the parties the Services will be performed remotely. Any estimates provided in the SOW, including expected hours to complete the Services and any timeline provided by Granicus, are based on known functional requirements and technical environments as of the effective date of the SOW. Changes or delays in the work schedule originating with Client are subject to the project change procedure and may result in an increase in fees. b) Granicus grants Client a non-exclusive, non-transferable, royalty-free, perpetual license to use the Deliverables on behalf of and for the benefit of Client independently and with the Products. Granicus retains all right, title and interest to granicus.com | [email protected] page 7
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the Deliverables except for those rights expressly granted to Client and reserves all rights not otherwise expressly granted herein. Deliverables and Services are deemed accepted upon delivery unless otherwise set forth in a SOW. “Deliverable(s)” means any computer software, written documentation, reports or materials developed by Granicus specifically for Client pursuant to a SOW;
c) Any modifications to the Services must be in writing and signed by authorized representatives of each party. Granicus personnel performing Services at Client’s offices will comply with Client’s policies and procedures in effect at such location. d) If agreed to by the Parties in the SOW, Client will also pay for all reasonable travel-related and out-of-pocket expenses incurred by Granicus in the performance of the Services in accordance with Client’s travel and expense policy which will be provided to Granicus in writing (or Granicus’ policy if none is provided by Client) and which will be billed monthly and due thirty (30) days following date of invoice.

9. Confidentiality. During performance of the Services, each party may receive Confidential Information of the other party.
a) “Confidential Information” means all confidential and/or trade secret information of either party (“Disclosing Party”), including but not limited to: (i) Granicus’ Products; (ii) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication; and (iv) any information that should be reasonably understood to be confidential or proprietary given the nature of the information and the context in which disclosed, in each case that is disclosed to the other party (“Receiving Party”) or to which the Receiving Party gains access in connection with performance of the Services. b) Subject to freedom of information, government transparency, or similar applicable law, each Receiving Party will receive and hold any Confidential Information in strict confidence and will: (i) protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (iii) not use any Confidential Information for any purpose other than in performance of this Agreement; (iv) restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information, but no less than a reasonable degree of care.
c) If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the granicus.com | [email protected] page 8
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Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance, unless such notification is prohibited by law or judicial order.
d) The foregoing obligations do not apply to information that: (i) is already public or becomes available to the public through no breach of this section; (ii) was in the Receiving Party’s lawful possession before receipt from the Disclosing Party; (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the Receiving Party without use of any Confidential Information. e) Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information in its possession, and certify its destruction in writing, provided that the Receiving Party may retain a copy of the returned or destroyed items for archival purposes in accordance with its records retention policies and subject to this section.
f) Disclosing Party may be irreparably damaged if the obligations under this section are not enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving Party’s obligations under this section or any other appropriate equitable order or decree.

10. Indemnification.
a) Granicus will defend, indemnify and hold Client harmless from and against all losses, liabilities, damages and expenses including reasonable attorney fees (collectively, “Losses”) arising from any claim or suit by an unaffiliated third party that the Products or Deliverables, as delivered to Client and when used in accordance with this Agreement and the applicable Order or SOW, infringes a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW (a “Claim”).
b) To the extent permitted by applicable law, Granicus will have control of the defense and reserves the right to settle any Claim. Client must notify Granicus promptly of any Claim and provide reasonable cooperation to Granicus, upon Granicus’ request and at Granicus’ cost, to defend such Claim. Granicus will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. Client may elect to participate in the defense of any claim with counsel of its choosing at its own expense.
c) If the Products or Deliverables are subject to a claim of infringement or misappropriation, or if Granicus reasonably believes the Products or Deliverables may be subject to such a Claim, Granicus reserves the right, in its sole discretion, to:
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(i) replace the affected Products or Deliverable with non-infringing functional equivalents; (ii) modify the affected Products or Deliverable to render it noninfringing; or (iii) terminate this Agreement or the applicable Order or SOW with respect to the affected Granicus Product or Deliverable and refund to Client any prepaid fees for the then-remaining portion of the Order or SOW Term. d) Granicus will have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i) a modification to the Granicus Product or Deliverable by anyone other than Granicus; (ii) a modification made by Granicus pursuant to Client’s required instructions or specifications or in reliance on materials or information provided by Client; (iii) combination with the Products or Deliverable with non-Granicus software or data; or (iv) Client’s (or any authorized user of Client) use of any Products or Deliverables other than in accordance with this Agreement.
e) This section sets forth Client’s sole and exclusive remedy, and Granicus’ entire liability, for any Claim that the Products, Deliverables or any other materials provided by Granicus violate or infringe upon the rights of any third party.

11. Limitation of Liability.
a) EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY:
(I) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (II)

LOSS OR DAMAGE TO DATA, LOST PROFITS, SALES, BUSINESS, GOODWILL OR

ANTICIPATED SAVINGS, WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING

NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b) IN NO EVENT, EXCEPT FOR CLIENT’S OBLIGATIONS TO PAY AMOUNTS DUE UNDER THE ORDER OR SOW, OR GRANICUS’ INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 (INDEMNIFICATION), WILL EITHER PARTY’S MAXIMUM AGGREGATE

LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT (IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO GRANICUS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM.

HOWEVER, IF CLIENT HAS PAID NO FEES UNDER THE TERMS OF AN ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO THE

CLAIM, THE AGGREGATE LIABILITY OF GRANICUS TO CUSTOMER FOR SUCH CLAIM SHALL NOT EXCEED FIVE THOUSDAND DOLLARS ($5,000).

12. General.
a) Force Majeure. With the exception of payment obligations, any delay in the performance by either party of its obligations hereunder will be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of granicus.com | [email protected] page 10
granicus.com
service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days after occurrence of such cause or event. b) Independent Contractor. Each party is an independent contractor and employees of each party are not considered to be employees of the other party.

No agency, partnership, joint venture or other joint relationship is created by this Agreement. The parties shall not make any commitments binding on the other or make any representation that they are acting for, or on behalf of, the other. Each party assumes full responsibility for the actions of its personnel while performing the Services and such party will be solely responsible for the supervision, daily direction, control of its personnel, and for the payment of all of their compensation and any taxes related thereto.
c) Publicity. Neither party will use the name of the other party in publicity releases or similar activity without the consent of the other party, except Granicus may include Client’s name and logo in client lists and similar communications. d) Waiver. No waiver of any breach of any provision of this Agreement or the SOW by either party or the failure of either party to insist on the exact performance of any provision of this Agreement or the SOW will constitute a waiver of any prior, concurrent or subsequent breach of performance of the same or any other provisions hereof, and no waiver will be effective unless made in writing. e) Notices. Other than routine administrative communications, which may be exchanged by the Parties via email or other means, all notices, consents, and approvals hereunder will be in writing and will be deemed to have been given upon:
(i) personal delivery; (ii) the day of receipt, as shown in the applicable carrier’s systems, if sent via FedEx, UPS, DHL, or other nationally recognized express carrier; (iii) the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (iv) sending by email, with confirmed receipt from the receiving party. Either Party may provide the other with notice of a change in mailing or email address in which case the mailing or email address, as applicable, for that Party will be deemed to have been amended. Client’s mailing and email address are as set forth in the Order. The mailing and email address of Granicus is as follows:

Granicus
Contracts
408 St. Peter Street, Suite 600, Saint Paul, MN
55102
granicus.com | [email protected] page 11
granicus.com
(651) 757-4154
[email protected]
f) Severability. If any provision of this Agreement, Order, or SOW, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of the Agreement, Order or SOW will remain in full force and effect. g) Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided that either Party may assign this Agreement with reasonable notice to the other party to an affiliate or to a successor in interest resulting from acquisition of all, or substantially all, of the assigning party’s business by means of merger, stock or asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement will be null and void.
h) Amendment. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. i) Applicable Law. Each party will, at all times, exercise its rights and perform its obligations under this Agreement in compliance with all applicable law, rules, and regulations.
j) Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor will they be construed to modify, define, limit, or expand the intent of the Parties. k) No Third-Party Beneficiaries. This Agreement is binding upon and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third-party beneficiaries to this Agreement.

13. Governing Law. If Client is a public entity (a state or any agency or authority thereof, or county, city or town, public educational institution or other entity that serves a public purpose), this Agreement will be governed by and construed in accordance with the laws of the state in which the public entity is located, with venue being a court of competent jurisdiction within such state. If Client is the Federal government of the United States or any branch or agency thereof, this Agreement will be governed by the laws of the United States with venue being any Federal district court of competent jurisdiction. If Client is a private or commercial entity, this Agreement will be governed by the laws of the state of New York, without reference to the state’s conflict of law principles, with exclusive jurisdiction of the state and federal courts located in the borough of Manhattan, New York, New York.

If Client is located in Canada, this Agreement will be governed by the laws of the Province of Ontario with suit brought only in the General Division of the Ontario Court of Justice. No applicable principals of conflicts of laws, imputed terms of the Uniform granicus.com | [email protected] page 12
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Commercial Code, or the United Nations Convention on contracts for the international sale of goods will apply to this Agreement.

14. Entire Agreement. This Agreement and Orders and SOWs governed by this Agreement constitutes the entire agreement between Granicus and Client, and supersedes all prior agreements, requests for proposals or pricing and the corresponding responses, understandings, representations or correspondence relevant to the subject matter hereof. Perpetual licenses granted to Client under prior agreements remain in full force and effect. Inconsistencies between documents will be resolved in the following order: (I) this Agreement; (ii) Orders and SOWs; (iii) all other purchase documents executed by the parties (except for any pre-printed or standard terms contained on purchase orders which shall have no force or effect); (iv) Granicus’ response to Client’s RFI, RFP, RFQ; and (v) Client’s RFI, RFP, RFQ. If Client issues a purchase order, Granicus hereby rejects any additional or conflicting terms appearing on the purchase order or any other ordering materials submitted by Client. Client has not been induced to enter into this Agreement or the SOW by any representations or promises not specifically stated herein.

THIS IS NOT AN INVOICE Order Form
Prepared for
Cypress, CA
Order #: Q-323404
Prepared: 22 Dec 2023

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Granicus Proposal for Cypress, CA

ORDER DETAILS
Prepared By: Emery Henschel
Phone: 720-575-6139
Email: [email protected]
Order #: Q-323404
Prepared On: 22 Dec 2023
Expires On: 20 Feb 2024
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)

Period of Performance: The Agreement will begin on date of signature and will continue through the end of the then current billing term.

ORDER TERMS
Current Subscription
End Date: 30 Jun 2024
Order Form
Cypress, CA
Order #: Q-323404
Prepared: 22 Dec 2023

Page 2 of 5 ends

PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.

Existing Subscriptions
Solution Billing
Frequency Quantity/Unit Annual Fee
EASE™ 25 Monthly 1 Each $8,340.00
One-Time Fees
Solution Billing
Frequency Quantity/Unit One-Time Fee
Captioning Software Only Upon Delivery 1 Each $3,220.00 EASE™ H Streaming Appliance Upon Delivery 1 Each $6,490.00 Standard Caption Encoder/Decoder Upon Delivery 1 Each $6,290.00 EASE™ or CaptionPrime Setup and
Deployment Upon Delivery 1 Each $1,280.00
SUBTOTAL: $17,280.00
New Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
CaptionLive Basic (Automated)
Annual 60 Hours $3,450.17
SUBTOTAL: $3,450.17
• Please note, annual fees for new subscriptions will be prorated to align to Client's then-current billing term. Exceptions include Recurring Captioning Services, SMS, and Targeted Messages.

Order Form
Cypress, CA
Order #: Q-323404
Prepared: 22 Dec 2023

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PRODUCT DESCRIPTIONS
Solution Description
EASE™ 25 EASE™ 25 Managed Service SaaS: Up To 25 Indexed Meetings per year (EASE™) - Includes Media On- Demand, 24/7 LIVE Stream and up to 120 hours of additional specialty content per year (No staff involvement— Hands Free).

CaptionLive Basic (Automated) CaptionLive Basic - Automated Transcription Service in English with no text cleanup, per hour
Captioning Software Only Captioning Software Only (EASE™ H or EASE™ 2D Appliance Upgrade) EASE™ H Streaming Appliance Standard streaming encoder with EASE™ software and optional analog distribution: 1U Configuration - SDI, HDMI, DVI, VGA, Component, Composite, S-video Video, Osprey 827e Capture Card, Embedded SDI, AES, SPDIF, HDMI, Balanced (mini XLR), Unbalanced Audio Standard Caption
Encoder/Decoder
Standard Caption Encoder/Decoder for IP-based handoff to cloud captioning (537): The standard caption encoder/decoder for broadcasters requiring basic caption insertion features. The unit offers automatic speech recognition captioning, supports a serial port or TCP/IP connection, and can also be equipped with an optional telco modem.

Real-time automated transcription with appropriate service plan.

EASE™ or CaptionPrime Setup
and Deployment
Standard EASE™ encoder setup and remote deployment
Order Form
Cypress, CA
Order #: Q-323404
Prepared: 22 Dec 2023

Page 4 of 5 ends

TERMS & CONDITIONS
• This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-323404 dated 22 Dec 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Cypress, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription.

Order Form
Cypress, CA
Order #: Q-323404
Prepared: 22 Dec 2023

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BILLING INFORMATION
Billing Contact: Purchase Order
Required?
[ ] - No
[ ] - Yes
Billing Address: PO Number:

If PO required
Billing Email: Billing Phone:

If submitting a Purchase Order, please include the following language:

The pricing, terms, and conditions of quote Q-323404 dated 22 Dec 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.

AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.

Cypress, CA
Signature:
\s1\
Name:
\n1\
Title:
\t1\
Date:
\d1\
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 5.

FROM: Alicia Velasco, Planning Director
DATE: 01/08/2024
SUBJECT: Approve an Agreement for Education, Outreach and Communications for the Housing Element Implementation Ballot Measure

RECOMMENDATION
Approve an agreement with TeamCivx for $104,000 to provide eduction, outreach, and communications for the Housing Element implementation ballot measure.

DISCUSSION
As part of the State-mandated Housing Element, the City Council allocated additional housing density across the Lincoln Avenue Specific Plan (LASP) and the Cypress Town Center and Commons Specific Plan 2.0 (CTCC). Housing density in the CCTC will increase from an average of 10 per acre to an average of 15 units per acre if voters approve the Housing Element implementation ballot measure. The recommended agreement with TeamCivX will provide ballot measure education and community outreach to ensure voters are well-informed.

In order to implement the Housing Element approved by the State, voters must pass a ballot measure that ratifies amendments to the CTCC. If the ballot measure is not approved, the State requires the City reallocate 676 housing units to the LASP and increase the LASP housing density by 736 units, for a total of 2,379. Increasing the housing assigned to LASP does not require voter approval.

The City Council’s Strategic Plan includes an objective to recommend an agreement for the Housing Element implementation public outreach plan. As the first step in this process, the City Council approved an agreement with FM3 to measure likely voters’ awareness and opinion of the ballot measure. The opinion polling is planned for the first quarter of 2023.

Entering into an agreement for education, outreach, and communications about the ballot measure is the next step.

After evaluating five proposals the City received in October and interviewing the highest-rated firms, an agreement with TeamCivX is recommended. TeamCivX has substantial experience assisting cities with ballot measure education and community outreach. They have worked with over 400 agencies, including over a dozen in Orange County (notably Anaheim, Buena Park, Irvine, and Westminster).

TeamCivX's scope of work (attached) includes a three-phase approach based on restrictions that California governments may not advocate for or against ballot measures. Rather, only information and education to ensure voters are well-informed about important issues facing their communities may be provided. The education and outreach program will engage and inform voters about the Housing Element, State housing mandates (including RHNA), and the ballot measure.

In phase one, TeamCivX and FM3 will collaborate to develop a poll to assess ballot measure feasibility and guide voter education. Phase two will gather community input and build awareness of the ballot measure. Phase three will ensure the ballot measure question is clear and well understood by voters.

The agreement with TeamCivX provides a $7,200 monthly retainer for 10 months, plus $32,000 for outreach, production and other costs. The City Council may end the agreement at any time without penalty.

BUDGET IMPACT
The recommended agreement is funded with the $150,000 budgeted in FY 2023-24 for ballot measure outreach associated with Housing Element implementation.

LEGAL REVIEW
The City Attorney has approved the agreement as to form.

APPROVED BY: Peter Grant, City Manager
Attachments
Contract Services Agreement
TeamCivx Letter and Credentials
01004.0001/301445.13 9/9/2020

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF CYPRESS
and

TEAMCIVX
01004.0001/301445.13 9/9/2020
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AGREEMENT FOR CONTRACT SERVICES

BY AND BETWEEN THE CITY OF CYPRESS AND

TEAMCIVX
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this day of , 2024 by and between the City of Cypress, a California municipal corporation (“City”) and TeamCivx (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Cypress’s Charter and Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest 01004.0001/301445.13 9/9/2020
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professional standards” shall mean those standards of practice recognized by one or more firstclass firms performing similar work under similar circumstances.

1.2 Contractor’s Proposal.

The Scope of Service shall include the Contractor’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.
01004.0001/301445.13 9/9/2020
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1.7 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One hundred four thousand dollars ($104,000) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. 01004.0001/301445.13 9/9/2020
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2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractorshall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance.

By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall include a summary of work performed during the month and include details on additional travel, materials, equipment, supplies, and subcontractor contracts. Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.
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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractorshall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City shall have the right but not the obligation, in its sole and unfettered discretion, to extend the initial term of this Agreement a maximum of one (1) extended term of one (1) year. In order to do so, the City shall, not later than ninety (90) calendar days prior to, the expiration of the initial term, give Contractor written notice, in the form and manner allowed by this Agreement, of its intention to extend the initial term of this Agreement for one (1) additional calendar year, which extension shall be according to the terms and conditions of this Agreement, unless the same is modified by the parties hereto in writing signed by the party to be charged. 01004.0001/301445.13 9/9/2020
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ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

Barry Barnes, Founding Partner
Joy Kummer, Founding Partner
(Name and Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor.

Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the Planning Director or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.

The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 01004.0001/301445.13 9/9/2020
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4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of commercial general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(b) Worker’s Compensation Insurance. As required by the State of California with statutory limits, and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury or disease.
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(c) Automotive Liability. A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession with limit of not less than $1,000,000 for each claim and $2,000,000 aggregate. Covered professional services shall specifically include all work to be performed under the contract and delete any exclusion that may potentially affect the work to be performed. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.

Except for workers’ compensation and professional liability, all of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Contractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply 01004.0001/301445.13 9/9/2020
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with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] ______________
Contractor Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3.

In the event the Contractorsubcontracts any portion of the work in compliance with Section

4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, 01004.0001/301445.13 9/9/2020
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obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney’s fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorney’s fees.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years 01004.0001/301445.13 9/9/2020
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duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”), including any electronic documents and materials, prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City in a format of the City’s choice upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of 01004.0001/301445.13 9/9/2020
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ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions 01004.0001/301445.13 9/9/2020
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concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Orange, State of California.

7.2 Disputes; Default.

This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01004.0001/301445.13 9/9/2020
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7.5 Rights and Remedies are Cumulative.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon written notice to Contractor. In addition, the Contractor may terminate this Contract for cause, upon sixty (60) days’ advance written notice to City. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Contractor.

If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorney’s Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action 01004.0001/301445.13 9/9/2020
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or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorney’s fees, incurred by City. 01004.0001/301445.13 9/9/2020
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ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Cypress, 5275 Orange Avenue, Cypress, California 90630 and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 01004.0001/301445.13 9/9/2020
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9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5.

Nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation, including but not limited to the Political Reform Act (Government Code Sections 81000, et seq.)
Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.

9.8 Electronic Signatures.

This Agreements and related documents to be entered into in connection with this Agreement may be signed by the Parties using facsimile or digital signatures to the fullest extent allowed by law pursuant to Government Code section 16.5, as may be amended. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.
01004.0001/301445.13 9/9/2020 19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Cypress, a municipal corporation
Scott Minikus, Mayor
ATTEST:

Alisha, Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
_________________________________
Fred Galante, City Attorney
CONSULTANT:

TeamCivx, LLC, a California Corporation
Barry Barnes, Founding Partner
Joy Kummer, Founding Partner
Address: 21 Orinda Way, Suite C-191
Orinda CA 94563
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. 01004.0001/301445.13 9/9/2020

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF ORANGE
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 01004.0001/301445.13 9/9/2020 C-1
EXHIBIT “A”

SCOPE OF SERVICES
See attached Scope of Services
01004.0001/301445.13 9/9/2020 C-2
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
None.
01004.0001/301445.13 9/9/2020 C-3
EXHIBIT “C”

SCHEDULE OF COMPENSATION
Team CivX works on a retainer basis. The retainer is $7,200 monthly and covers the cost of all consultation, meetings and calls.

This fee does not include the production and placement costs of printed or digital informational advertising which are subject to mutually-agreed upon budgets and timing. Travel expenses are also not included in the fee and are billed at cost.
01004.0001/301445.13 9/9/2020 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
Services shall commence upon approval of contract by City.

TeamCivX.com
Ballot Measure Education, Outreach and Strategic Communications Revised Proposal: November 7, 2023
TeamCivX.com

1. Cover Letter
Alicia Velasco
Planning Director
City of Cypress
5275 Orange Avenue
Cypress, CA 90630
Dear Ms. Velasco:

We appreciate the opportunity to submit this proposal to help the City of Cypress evaluate a potential city-initiated ballot measure. We understand that this measure could establish higher density in portions of Cypress to bring about meaningful housing production and that there’s also a need for a firm to help the City communicate important information about this proposal to your constituents.

For this project, TeamCivX is prepared to provide the full range of services as described in the RFP. TeamCivX partners Barry Barnes and Joy Kummer will serve as co-lead strategy and communications consultants and provide overall project direction and management.

TeamCivX is a relatively new venture, led by five partners who until earlier this year were partners at Props & Measures. Together, TeamCivX partners have helped prepare more than 400 successful public agency-initiated ballot measures for California cities, counties, school districts, community colleges and other special districts. While we are not lawyers and will rely upon your City Attorney for legal advice, we have extensive experience developing and implementing impartial informational communication programs for public agencies seeking to inform the electorate about issues to be decided in in an upcoming election. We are experts in helping our clients talk to residents and voters about complex public policy issues such as those you are considering.

Our team is uniquely positioned to support Cypress in this effort for the following reasons:
● Unmatched City Measure Experience. As mentioned above, TeamCivX partners have helped develop more than 400 successful public agency-initiated ballot measures for California cities, counties, school districts, community colleges and special districts For over two decades, the partners at TeamCivX have been known as the “go to” consultants for public agencies pursuing local ballot measure elections. We have passed over 100 city measures in a diverse set of cities throughout California. We maintain a success rate of over 90%. Our full client list is available at TeamCivX.com.
● Unmatched Orange County Experience. The five partners at TeamCivX have unmatched direct and personal experience working on hundreds of successful ballot measures in a diverse set of Southern California communities, including more than a dozen in Orange TeamCivX.com
County. In fact, while serving as partners at Props & Measures over the last two decades, TeamCivX’s partners served as the lead strategy and communications consultants on ballot measures in the Orange County communities of Anaheim, Buena Park, Brea, Fullerton, La Habra, Garden Grove, Fountain Valley, Huntington Beach, Westminster, Orange, Villa Park, Los Alamitos, Seal Beach, La Palma, Santa Ana, Irvine, Tustin, Laguna Beach, El Toro, Mission Viejo, Capistrano, Aliso Viejo, Dana Point, San Clemente and others. The partners at TeamCivX have also led successful ballot measure efforts in southern Los Angeles County communities near Cypress, including Long Beach, Downey, Torrance, Lomita, Palos Verdes, Manhattan Beach and others. A full listing of our Orange, Los Angeles, San Bernardino and Riverside County experience is attached to this proposal.
● Experience Navigating Challenging Environments. A potential housing/land use measure is impacted by many factors far beyond our control, including the state of the economy, NIMBYism, political division, the public’s trust in government and other factors. By working with clients in both the private and public sector, we’ve helped navigate economic downturns, partisan division, controversy and other challenges to achieve success. We believe in the civic process and bringing residents together to build stronger communities. ● Multimedia Communications Experts. As consultants to the City, part of our job is to help you get your message to the right residents so that we can build public awareness of the City’s housing needs and the proposal under consideration. People receive their information in many different ways these days. We are experts in traditional communication methods including direct mail and earned media as well as social media, digital advertising and video. ● Capacity to Serve You. Our team has both the knowledge and the capacity to serve your needs throughout the city-initiated measure process. Joy Kummer and I will co-lead your project and be your primary points of contact. We will be supported by TeamCivX’s experienced and well-trained partners and staff who will help manage project logistics to ensure the plans we develop are executed on time, on budget and with precision.

The remainder of this proposal describes our scope of services, fees and our resumes. If you have questions or need additional information, please don’t hesitate to contact me at 415-308-0605 or at [email protected].

Thank you,
Barry Barnes
Founding Partner, TeamCivX
TeamCivX.com

2. Approach to Strategic Communications and Research
Phase 1: Feasibility Assessment
To get your City-initiated measure started on the right path, we’ll help ensure you are asking the right strategic questions:
● Does a ballot measure to establish the higher densities for housing stand a reasonable chance of achieving the voter threshold required for passage? ● What aspects/impacts of the potential density change are most (and least) popular with your residents?
● Does sufficient awareness of the city’s housing needs exist or is additional informational outreach needed?
● How does projected voter turnout in upcoming elections impact a ballot measure? ● What other competing measures or issues are on the horizon that could impact your measure?
● How does the economy and political environment impact your measure? To help answer these questions, TeamCivX will conduct a thorough assessment of the local political landscape, analyze recent election results and work with your pollster FM3 to design a statistically reliable opinion survey of your likely voters. We have worked with FM3 for more than two decades on similar projects and our two firms have established a very comfortable working style.

With key strategic questions answered through the feasibility assessment, our team will provide you with specific recommendations on how to structure a measure, when to go to the ballot and communication strategies that are needed to support your efforts. If a measure does not appear to be viable at the current time, we will tell you that.

Phase 2: Awareness Building
If the feasibility assessment shows a viable path forward for a ballot measure, our next step will be to develop and implement an informational communications plan to raise awareness of the City’s housing needs, while also introducing your proposed measure and providing opportunities for community input. While public agencies are legally prohibited from advocating for the passage of a ballot measure, you can educate and inform your community about your needs and plans.

To build community awareness, TeamCivX will work with you to implement an informational communications and outreach effort that will include the following components:
● Developing informational messaging and fact sheets to be distributed in the community TeamCivX.com
● Providing talking points, frequently asked questions and a message training to City leaders who will be interfacing with the public on this issue
● Providing content related to your proposed measure to be added to your website, used in social media, included in email updates and newsletters ● Preparing PowerPoint presentations for public and community meetings ● Writing, designing and producing mailings and advertising to inform residents of the housing challenges facing the city
● Developing strategies and plans to inform external groups including current and former elected leaders, business leaders, faith community leaders, ethnic community leaders, taxpayer groups and others
We will write all copy, handle the graphic design, coordinate printing and mailing and handle any ad buys as needed. We will just need for you to review content and designs and make sure the information is accurate and has the right feel for your community.

Phase 3: Measure Development and Public Communications
Based on the results of the feasibility assessment and community input received during the awareness building efforts, we will help you develop your measure for the ballot so that it is closely aligned with the community’s priorities and sensitivities. We will work with your legal counsel and other experts to accomplish this work, including:
● Recommending a final zoning increase structure and other specifics ● Refining the final zoning plans to reflect community priorities and ensuring zoning plans are described in clear language the general public will understand ● Working with legal counsel to develop the 75-word ballot question ● Working with legal counsel to develop and refine all language that will appear in the ballot pamphlet mailed to all voters
● Working with local elections officials to ensure your measure qualifies for the ballot With these steps complete, your measure will be on the ballot. Since public agencies cannot advocate for ballot measures, an independent campaign committee will need to be formed to run an advocacy campaign in support of the measure. TeamCivX provides campaign consulting services to independent campaign committees, but those services are not part of this proposal since the campaign must be led by an independent group. Should the City choose to retain TeamCivX for the period following council placement of the measure on the ballot then we can assist the City with non-advocacy public information.

3. Firm Overview
About TeamCivX
TeamCivX is a Limited Liability Company managed by its five founding partners: Barry Barnes, Joy Kummer, Charles Heath, Jared Boigon and Jeremy Hauser. While TeamCivX is a new venture formed in early 2023 by the former partners and staff at TBWBH Props & Measures, we are a TeamCivX.com
team of seasoned professionals who collectively bring over a century of experience developing and passing measures in California. Individually, we each bring between 10 and 25 years of direct experience and all of us have worked together as colleagues for over a decade.

We are proud to be California’s leading public agency strategy and communications consultants with unmatched experience evaluating the feasibility of local measures, designing measures for the ballot that align with community priorities and implementing informational communication efforts to raise awareness of your needs and a potential ballot measure. The partners at TeamCivX are frequent presenters and expert panelists for the League of Cities and other similar organizations representing California municipalities and public agencies.

Each of our projects is led by one of the firm’s partners with decades of experience on local revenue measures and is also supported by one of our experienced and well-trained staff Consultants. The staff role on our projects is limited to logistical coordination to ensure that the strategies, plans and messaging developed by the lead partner are executed on time, on budget and with precision.

In addition to partners and staff, TeamCivX has a well-developed network of contract polling firms, graphic designers, videographers, photographers, printers, mailhouses, ad buyers and other professional resources that will be utilized as needed to execute planned strategies.

4. Similar Projects/References
City of Redlands
Danielle Garcia, Management Service Director
(951) 675-7490, [email protected]
● Joy Kummer provided strategic counsel to the City of Redlands and passed a sales tax measure in 2020. In November 2020, Measure T was passed, a general fund sales tax, with 57.4 % of the vote.

City of Santa Fe Springs
Travis Hickey, Director of Finance and Administrative Services (562) 409-7520, [email protected]
● Joy Kummer provided strategic counsel to the City of Santa Fe Springs and passed a sales tax measure in 2018. In November 2018, Measure Y was passed, a general fund sales tax, with 76% of the vote.

Downey Unified School District
John Garcia, Superintendent
(562) 469-6511, [email protected]
● Led by Joy Kummer, the Downey Unified School District passed a bond measure in November 2022. Measure K received 58% of the vote.

TeamCivX.com
Long Beach Unified School District
Jill Baker, Superintendent
(562) 997-8242, [email protected]
● With Joy serving as strategic lead, the Long Beach Unified passed a school bond measure generating 1.7 billion in funds. Measure Q passed receiving 67% of the vote.

City of Torrance
Aram Chaparyan, City Manager
(310) 618-5880, [email protected]
● Charles Heath served as strategic lead for the City of Torrance passed sales tax measure in 2022. Measure SST passed receiving 55% of the vote.
* See Appendix A for southern California client list and lead partner.

4. Professional Personnel
Barry Barnes, Founding Partner
Co-Strategic Lead
TeamCivX founding partner Barry Barnes has served as a campaign strategist to more than 500 public agency feasibility efforts, ballot measures, land use outreach and candidate campaigns since joining the consulting ranks in 1995.

As the lead strategist on many of California’s largest public finance campaigns, Barnes has overseen victories for the first-ever 9 Bay Area county ballot measures — Measure AA in 2016 to fund Bay Restoration and Regional Measure 3 in 2018 to fund regional transportation improvements. Both of these high-profile campaigns were led by unprecedented coalitions made up of the Bay Area's business, labor, environmental and community organizations. In both of these campaigns, Barnes oversaw daily operations including multi-million dollar budgets, regional media buys and an on-the-ground field operation in all 9 counties. In addition, Barry Barnes managed the three-county “Save Caltrain” campaign in 2020 and has run multiple public finance campaigns in every Bay Area county as well as surrounding counties, most requiring 66% for passage.

In the area of land use, Barry Barnes has worked with many of California’s largest developers of affordable housing, retail, office and industrial projects. Major clients of note include the Beverly Hilton Hotel (Beverly Hills), Laguna Beach Chamber of Commerce, Macerich Company/Broadway Plaza (Walnut Creek), Summerhill Homes (Santa Clara), The Irvine Company (Santa Clara), Pacific Union College (Napa) and Netflix (Los Gatos).

At the City level, Barnes’ recent and current clients include the City of Napa, City of San Jose, City of St. Helena and many more.

TeamCivX.com
Prior to joining the firm in 1995, Barry managed local campaigns throughout California. He also served as a legislative director at San Jose City Hall for over three years, giving him personal experience with the fiscal challenges facing local elected officials. Barry was born and raised in Mt. Shasta, California and received his B.A. from California State University, Chico in 1991. He lives in the East Bay with his wife Samantha and sons Abraham and Benjamin.

Joy Kummer, Founding Partner – TeamCivX
Co-Strategic Lead
Joy is a founding partner of TeamCivX, and brings over 25 years of political, legal and community service experience to each of her clients and causes. Over the past several years, Joy has been successful in helping public agencies in all regions of California develop local measures for the ballot and achieve voter support—raising billions of dollars for counties, cities, schools, hospitals, community colleges, special districts and other much-needed community projects.

Joy worked directly with several cities in recent years on revenue measures, including the City of La Palma, City of Ontario, City of San Bernardino, City of Redlands, City of Laguna Beach, City of Whittier, City of Murrieta, City of Santa Fe Springs and is currently working with the City of Fontana.

Part of Joy’s success is in the relationships she builds with her clients, focusing in on their specific needs and working together to build a communication and community plan that allows them to reach their goals. She is known for her can-do attitude, friendly smile and willingness to listen and collaborate as a team to find the right solution.

Joy grew up in Montana, where she received her J.D. from the University of Montana School of Law and a B.A. in Communications from Montana State University–Billings. Prior to co-founding TeamCivX, Joy was a partner at her former consulting firm, served as Regional Field Director for U.S. Senator Max Baucus (D-MT) and as Field Director for the successful 49ers Stadium Campaign in Santa Clara, CA.

Joy and her husband Todd live in Oakland where they enjoy cheering on the Warriors and Cal Bears. Joy is a proud mother and grandmother, occasional yoga instructor, slow and steady distance runner, roller coaster enthusiast and gluten-free baker.

Josef Topete, Consultant – TeamCivX
Project Manager
Josef is one of TeamCivX’s most experienced Consultants and will serve as the Project Manager for the City’s measure efforts. Over the past two years, Josef has collaborated with Barry, Joy and other TeamCivX partners in offering strategic insight to public agencies seeking to pass their ballot measures. Josef recently moved home to be closer to family in Los Angeles after spending the past several years living in the Bay Area. Born and raised in Los Angeles, Josef graduated from the University of Southern California with a Bachelor's degree in Public Policy and a Master's degree in Public Administration.

TeamCivX.com
Josef brings a wealth of experience in the political and government sectors, having worked for elected officials, government agencies and campaigns at all levels. His extensive background has provided him with a deep understanding of the intricacies of politics and government. He takes pleasure in delving into the nuances, translating complex policies into easily understandable communication. Leveraging his strong communication skills and policy expertise, Josef has played a pivotal role in driving success for cities, counties and government agencies throughout California on Election Day.

7. Fee Proposal
Team CivX works on a retainer basis. The retainer covers the cost of all consultation, meetings and calls. Based on the potential scope as described in this proposal we propose a fee of $7,200 monthly.

This fee does not include the production and placement costs of printed or digital informational advertising which would be subject to mutually-agreed upon budgets and timing. Travel expenses are also not included in the fee and are billed at cost.

8. CSA
We don't see a CSA attached to the RFP or on the city's RFP website but TeamCivX has worked with hundreds of public agencies and have yet to run into a CSA that wasn't workable on our end.

TeamCivX.com
A. Southern California Clients Our TeamCivX Partners Have Worked With Directly (includes name of lead partner for each project)
Antelope Valley College, Jared Boigon
College of the Canyons, Jared Boigon
City of La Verne, Charles Heath
City of Lomita, Jared Boigon
City of Montebello, Jared Boigon
City of Palmdale, Jared Boigon
City of Paramount, Jared Boigon
City of Pomona, Joy Kummer
LA County Homeless, Jared Boigon
Castaic Union SD, Charles Heath
Rosemead SD, Charles Heath
Palmdale SD, Jared Boigon
Sulphur Springs Union SD, Jared Boigon
Saugus Union SD, Joy Kummer
Alta Loma SD, Joy Kummer
Los Angeles County Fire, Jared Boigon
William S. Hart Union HSD, Jared Boigon
Los Angeles County Regional Park and Open Space District, Jared Boigon Claremont USD, Barry Barnes
Arcadia USD, Charles Heath
Baldwin Park USD, Charles Heath
Bassett USD, Charles Heath
Las Virgenes USD, Charles Heath
Culver City USD, Jared Boigon
Los Angeles County Flood Control District, Jared Boigon Glendale College, Charles Heath
Pasadena City College, Charles Heath
Santa Monica College, Jared Boigon
City of Glendale, Charles Heath
City of South Pasadena, Charles Heath
City of Beverly Hills, Jared Boigon
City of Diamond Bar, Jared Boigon
City of Lancaster, Jared Boigon
City of Santa Monica, Jared Boigon
City of Downey, Joy Kummer
City of Santa Fe Springs, Joy Kummer
City of Whittier, Joy Kummer
South Pasadena Library, Charles Heath
Azusa USD, Charles Heath
Charter Oak USD, Charles Heath
TeamCivX.com
Glendale USD, Charles Heath
La Cañada USD, Charles Heath
Los Angeles USD, Charles Heath
Manhattan Beach USD, Charles Heath
South Pasadena USD, Charles Heath
El Rancho USD, Jared Boigon
Santa Monica-Malibu USD, Jared Boigon
Simi Valley USD, Jared Boigon
Walnut Valley USD, Jared Boigon
Downey USD, Joy Kummer
Long Beach USD, Joy Kummer
San Marino USD, Joy Kummer
Palos Verdes Peninsula USD, Joy Kummer
Whittier Library, Joy Kummer
Rancho Santiago CCD, Charles Heath
City of Fullerton, Joy Kummer
City of Laguna Beach, Joy Kummer
Westminster SD, Charles Heath
Savanna SD, Jared Boigon
Fullerton Join Union HSD, Charles Heath
Fountain Valley SD, Charles Heath
Huntington Beach City SD, Charles Heath
Ocean View SD, Joy Kummer
Anahiem Elementary SD, Jared Boigon
Buena Park SD, Jared Boigon
Fullerton SD, Jared Boigon
Centralia Elementary SD, Joy Kummer
Brea Olinda USD, Charles Heath
Capistrano USD, Charles Heath
Garden Grove USD, Charles Heath
Irvine USD, Charles Heath
Orange USD, Charles Heath
Saddleback Valley USD, Charles Heath
Santa Ana USD, Charles Heath
Tustin USD, Joy Kummer
Los Alamitos USD, Joy Kummer
Lowell Joint SD, Joy Kummer
Mt. San Jacinto CCD, Charles Heath
Menifee Union SD, Joy Kummer
Perris Elementary SD, Joy Kummer
Romoland SD, Joy Kummer
Perris Union HSD, Joy Kummer
Riverside County Transportation Commission, Jared Boigon Morongo SD, Joy Kummer
TeamCivX.com
Valley Health System, Jared Boigon
Riverside CCD, Joy Kummer
City of Palm Springs, Jared Boigon
City of Murrieta, Joy Kummer
Desert Recreation District, Charles Heath
Val Verde USD, Joy Kummer
Corona-Norco USD, Jared Boigon
Moreno Valley USD, Joy Kummer
Beaumont USD, Joy Kummer
Jurupa USD, Joy Kummer
Lake Elsinore USD, Joy Kummer
Riverside USD, Joy Kummer
Chaffey College, Barry Barnes
San Bernardino CCD, Barry Barnes
City of Adelanto, Joy Kummer
City of Ontario, Joy Kummer
City of Redlands, Joy Kummer
Victor Elementary SD, Joy Kummer
Chaffey Joint Union HSD, Barry Barnes
City of Barstow, Joy Kummer
City of San Bernardino, Joy Kummer
Snowline Joint USD, Barry Barnes
Central SD, Joy Kummer
Yucaipa-Calimesa Joint USD, Jared Boigon
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 6.

FROM: Douglas Dancs, Director of Public Works
DATE: 01/08/2024
SUBJECT: Approve Contract Services Agreements for On-Call Sanitary Sewer and Storm Drain Design Services

RECOMMENDATION
Approve agreements for on-call sanitary sewer and storm drain design services with AKM Consulting Engineers (AKM) and West & Associates Engineering, Inc.

DISCUSSION
The on-call contracts for sanitary sewer and storm drain design services expire on January 28, 2024. On-call, or as-needed, professional service contracts provide the flexibility to implement and deliver projects as necessary. In September 2023, Public Works solicited Statements of Qualifications from firms for on-call sanitary sewer and storm drain design services, including construction support. The City received responses from four firms.

Public Works identified AKM and West & Associates Engineering, Inc. as the two most qualified firms and recommends on-call agreements with both. Having two firms on-call provides greater flexibility to assist with the design of large and small projects. The two firms come with recommendations from other public agencies in Orange County and AKM is the City's current on-call consultant for these design services.

The term of the recommended contracts is an initial two years plus three one-year extensions at the City's discretion. Before starting a project, the firms provide a scope of work, project schedule, and fee proposal for review and approval.

BUDGET IMPACT
Sufficient amounts must be available in the budget before the vendor can be authorized to initiate any work under either of these on-call contracts.

LEGAL REVIEW
The City Attorney has approved the agreements as to form.

APPROVED BY: Peter Grant, City Manager
Attachments
Contract Agreement - AKM Consulting
Contract Agreement - West & Associates
1 AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF CYPRESS
and

AKM CONSULTING ENGINEERS
2 AGREEMENT FOR CONTRACT SERVICES

BY AND BETWEEN THE CITY OF CYPRESS AND

AKM CONSULTING ENGINEERS
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this __________________________ by and between the City of Cypress, a California municipal corporation (“City”) and AKM CONSULTING ENGINEERS (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

C. Pursuant to the City of Cypress’s Charter and Municipal Code, City has authority to enter into and execute this Agreement.

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required 3 hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Contractor’s Proposal.

1.3 Compliance with Law.

1.4 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

1.6 Care of Work.

The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be 4 responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.7 Further Responsibilities of Parties.

1.8 Additional Services.

1.9 Special Requirements.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed (see Exhibit “C”) Dollars (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. 5 2.2 Method of Compensation.

2.3 Reimbursable Expenses.

Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within forty-five (45) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. 6 ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

4.1 Representatives and Personnel of Contractor.

The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor.

4.3 Contract Officer.

The Contract Officer shall be [Director Of Community Development or] such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless 8 otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
9 (b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Contractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the selfinsured retention.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. 10 No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED

THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY
(30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE
HOLDER NAMED HEREIN.
[to be initialed] ______________
Contractor Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers.

Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.
11 5.3 Indemnification.

To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney’s fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorney’s fees.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.
12 5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

6.2 Reports.

Contractor shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully 14 with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Orange, State of California.

7.2 Disputes; Default.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

7.6 Legal Action.

7.7 Termination Prior to Expiration of Term.

7.9 Attorney’s Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of 17 this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

9.2 Interpretation.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or 18 modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 19 Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Cypress, a municipal corporation
____________________________________
Anne Mallari, Mayor
ATTEST:
___________________________________
Alisha Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
___________________________________
Fred Galante, City Attorney
CONSULTANT:
_____________________________________
_____________________________________
By:___________________________________
Name:

Title:

By:___________________________________
Name:

Title:

Address: ______________________________
_____________________________
_____________________________
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF ORANGE
On __________, 20__ before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED

DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_____________________________
___________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
__________________________________________
__________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED

DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

A-1
EXHIBIT “A”

SCOPE OF SERVICES
A-1 SPECIFIC Requirements for Scope of SERVICES
A-1.1 Consultant shall provide Professional Storm Drain and Sewer Design and related Engineering Services on an On-Call, Task Order, Time and Material, Not-to-Exceed basis, to the City of Cypress, including the following:

Preliminary Project Research, Studies and Investigations; Storm Drain Master Planning Studies; Surveying; Project Design, including preparation of Plans, Specifications, and Estimates; Utility Coordination, Construction Support, Quality Assurance/Quality Control, Constructability Review, Value Engineering, Review and Plan Checking of Plans, Specifications, Studies and Reports, Construction Inspection, Management and Support Services; and related services, for the City of Cypress Public Works department.

A-1.2 Prior to starting any work, Consultant shall submit a proposed, detailed Task Order scope of services, fee proposal, schedule, and over-all project estimate, to the Contract Officer for approval. No work shall begin until written approval by the Engineering Division.

A-1.3 Scope of Services and number of hours for each Task shall be upon mutual agreement by the City and the Consultant.

A-2 General Requirements for Scope of SERVICES
A-2.1 Invoices: The Consultant shall submit not more than one invoice a month and shall obtain a copy of the accounts payable schedule. The invoice will be in a format that is acceptable to Contract Officer and shall detail individual personnel who worked on the project, specific tasks performed, hours worked, billing rate, total costs, and previous billing history, percentage of work completed, percentage of dollars spent. The Consultant shall prepare invoices that show costs against each major milestone task.

The Consultant shall notify the Contract Officer when the cumulative compensation payable under any Task Order has reached 75% of the estimated not to exceed price. If at any time the Consultant has reason to believe that the total cost to the Authority for the performance of the Task Order will be greater or substantially less than the not to exceed estimate, the Consultant shall notify the City in writing to that effect and give its revised estimate of the total cost for the performance of the task Order. The notice shall state the estimated amount of additional funds required to continue performance for the remainder of the Task Order. In no event is the Consultant authorized to exceed the Task Order “not to exceed price” without prior written approval from the City.

A-2.2 Computer Files: At the conclusion of each Task Order, or mutually agreed milestones, the Consultant shall supply the City with a digital and editable copy of all files that are included in the hard copy submittal. The Consultant shall use or transfer files into the following formats: Word Processing: Microsoft Word, Spreadsheets:

A-2
Microsoft Excel, flash-based storage device or a cloud-based file system as approved by the City
The City shall have the right to use, duplicate, modify or disclose the technical data and the information contained therein.

The Consultant agrees to provide any proprietary software or data used in conjunction with the project to the City, if requested, as long as the City pays for any additional licensing costs.

A-2.3 Key Personnel: The Consultant shall not reassign any personnel mentioned in the RFQ/Interview process unless under extraordinary circumstances. The Consultant shall secure the prior written approval of the City for any change or reassignment of the key personnel, submitting written documentation of the new individual’s qualification.

The Consultant’s project manager shall supervise and direct the services, and have overall responsibility for the services in accordance with the Consultant agreement and Scope of Work. The Consultant shall be solely responsible for implementation of all Consultants services, means, methods, techniques, sequences, and procedures and for coordination of all portions of the services.

All workers shall have sufficient skill and experience to perform the work assigned to them. The City shall have the right, in its absolute discretion to require the removal of the Consultant’s personnel at any level assigned to the performance of the Services at no additional fee to the City, if the City considers such removal necessary and in its best interest and request such removal in writing. Further, an employee who is dismissed for any of the above reasons shall not be re-employed on this Contract.

A-2.4 UNAUTHORIZED WORK: Any services not required by the terms of the final scope of work or proposal that are performed without written authority from the Contract Officer, will be considered as unauthorized and at the sole expense of the Consultant.

Services so performed will not be paid for, and no extension in the period of performance shall be granted on account thereof.

A-2.5 AUDITS: The Consultant shall keep and maintain full and complete records and books of account of its costs and expenses relating to the performance of the Services, in accordance with generally accepted accounting practices. Such records and accounts shall permit the Consultant to furnish the City, upon written notice, an accurate written allocation of the costs to the various elements of the Services, as may be required by the Authority. Upon reasonable advance written notice, the City or its representatives shall have the right to examine, any books, records, accounts, and other documents of the Consultant directly pertaining to costs when such costs are the basis of a claim or of reimbursement to the Consultant hereunder. The City will make reasonable efforts to assure that any such representative is not a competitor of the Consultant to which the disclosure of such cost information would have a detrimental effect on the Consultant’s A-3
business. The City shall notify the Consultant with the identity of any representative and the Consultant will have the right to verify that the representative is not a competitor prior to the audit. The Consultant shall keep and preserve all such books, records, accounts, and other documents for a period of at least three years after completion of the Services and Final Payment or if this Contract is terminated in whole or in part after the final termination agreement.

A-2.6 CONSULTANT’S INTERACTION WITH MEDIA AND THE PUBLIC: The Consultant shall refer all inquiries from the news media to the City. If the Consultant receives a complaint from a citizen or the community, the Consultant shall inform the Contract Officer what action was taken to alleviate the situation.

A-2.7 SUB-CONSULTANTS/SUBCONSULTANT: The City reserves the right of prior approval of all sub-consultants and retains the right to request the Consultant to terminate any sub-consultant, for any reason deemed appropriate by the City, by so notifying the Consultant in writing. Should said notification be submitted to the Consultant, it shall terminate said sub-consultant immediately.

The City shall have no liability to any sub-consultant(s) for payment for services under this Contract or other work performed for Consultant. Any subcontract entered into by Consultant under the contract shall duly note that the responsibility for payment for the technical services or any other services performed shall be the sole responsibility of the Consultant.

A-2.8 Direct Expenses: It is expected that the Consultant has extensive knowledge and experience performing this type of work. The Consultant shall prepare a not to exceed budget for direct expenses and breakdown costs for services such as copying, blue prints, computer time, reproduction, delivery, and any other foreseeable expense not covered in the Consultant’s hourly rates. Therefore, the Consultant shall receive no additional compensation beyond that which is detailed in their budget. 01004.0001/301445.11 9/28/2017 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. As defined in this Agreement, the term “Contractor” shall be used interchangeably with the term “Consultant”, and shall have comparable meanings where applicable.

II. DELETE subsection 2.1 and REPLACE with the following:
“2.1 Contract Sum. For on-call services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference.”
III. DELETE subsection 3-4 and REPLACE with the following:
“3.4 Term & Extended Term. Unless earlier terminated in accordance with Section 7.7 or 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of such services as may be requested by City from time-to-time, but not exceeding two (2) calendar years from the date hereof, except as otherwise provided in the Schedule of Performance. The City shall have the right but not the obligation, in its sole and unfettered discretion, to extend the initial term of this Agreement a maximum of three (3) extended terms of one (1) year. In order to do so, City shall, not later than ninety (90) calendar days prior to the expiration of the initial term, give Contractor written notice, in the form and manner allowed by this Agreement, of its intention to extend the initial term of this Agreement for three (3) extended terms of one (1) additional calendar year, which extension shall be according to the terms and conditions of this Agreement, unless the same is modified by the parties hereto in writing signed by the party to be charged.”
IV. The title of Article 5 shall read as follows:
“INSURANCE, INDEMNIFICATION, AND BONDS”
V. Section 5.1(d) shall be amended to read as follows:
“Professional Liability. Professional liability insurance in the amount not less than two million dollars ($2,000,000). This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.”
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Contractor’s fee shall be negotiated, for each Task Order, on a Time and Material, Notto-Exceed basis, in accordance with the hourly rate schedule, attached hereto as Exhibit “C-1”.

II. All Task Orders must be performed within the budgetary limits established for each project, unless authorized otherwise, in advance in writing, by the Contract Officer and/or the Director of Finance.

III. All Task Orders shall be specified in writing, including, but not limited to, the Not-toExceed fee for services rendered.

Rate Increases
Requests for cost or rate increases to the above may be made on an annual basis, and shall be: (1) based on the current CPI (consumer price index); (2) approved by the Contract Officer; and (3) no more than 5% per year.

D-1
EXHIBIT “C1”

HOURLY RATE SCHEDULE
No. Labor Classification 2024
Hourly
Rate
2025
Hourly
Rate
1 Principal $246 $253
2 Principal Engineer $246 $253
3 Project Manager $239 $246
4 Project Engineer $227 $234
5 Senior Construction Manager $226 $233
6 QA/QC Manager $226 $233
7 Senior Engineer $209 $215
8 Senior Field Engineer / Inspector $191 $197
9 Field Engineer / Inspector $168 $173
10 Associate Engineer $162 $167
11 Staff Engineer $144 $148
12 Financial Analyst $132 $136
13 Senior Designer / Senior CADD Technician $114 $117
14 Designer / CADD Technician $105 $109
15 Assistant Engineer $104 $107
16 Engineering Technician $96 $99
17 Engineering Aide $81 $84
18 Office Support $81 $84
19 Data or Word Processing $79 $81
Out of pocket expenses (blueprinting, reproduction and printing, delivery, etc.) will be invoiced at cost plus 10%. Subcontracted services will be marked up 10% in order to cover costs associated with administration, coordination and management of subcontractors. Mileage will be invoiced at $0.65/mile. This schedule of rates is in effect until December 31, 2026, at which time it may be adjusted.

D-2
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
Requests for cost or rate increases, as set forth in Exhibit “C”, may be made on an annual basis, and shall be: (1) based on the current CPI (consumer price index); (2) approved by the Contract Officer; and (3) no more than 5% per year.

I. In the case of emergency work, Contractor shall be available to provide services within 48 hours, as directed by the Contract Officer.

II. This Agreement shall continue in full force and effect for two (2) years from the date hereof, however, the Contract Officer may extend the term by three (3) one (1) year terms, for a total maximum contract term of five (5) years. 1 AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF CYPRESS
and
WEST & ASSOCIATES ENGINEERING, INC.
2 AGREEMENT FOR CONTRACT SERVICES

BY AND BETWEEN THE CITY OF CYPRESS AND
WEST & ASSOCIATES ENGINEERING, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this __________________________ by and between the City of Cypress, a California municipal corporation (“City”) and WEST & ASSOCIATES ENGINEERING, INC. (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

C. Pursuant to the City of Cypress’s Charter and Municipal Code, City has authority to enter into and execute this Agreement.

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

1.2 Contractor’s Proposal.

1.3 Compliance with Law.

1.4 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

1.5 Familiarity with Work.

1.6 Care of Work.

The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be 4 responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.7 Further Responsibilities of Parties.

1.8 Additional Services.

1.9 Special Requirements.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed (see Exhibit “C”) Dollars (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. 5 2.2 Method of Compensation.

2.3 Reimbursable Expenses.

Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within forty-five (45) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. 6 ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

4.1 Representatives and Personnel of Contractor.

4.2 Status of Contractor.

4.3 Contract Officer.

The Contract Officer shall be Director of Public Works such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise 8 specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
9 (b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED

Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney’s fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorney’s fees.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.
12 5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

6.2 Reports.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully 14 with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Orange, State of California.

7.2 Disputes; Default.

7.3 Retention of Funds.

7.5 Rights and Remedies are Cumulative.

7.6 Legal Action.

7.7 Termination Prior to Expiration of Term.

7.9 Attorney’s Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of 17 this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

9.2 Interpretation.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or 18 modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 19 Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Cypress, a municipal corporation
____________________________________
Scott Minikus, Mayor
ATTEST:
___________________________________
Alisha Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
____________________________________
Fred Galante, City Attorney
CONSULTANT:
_____________________________________
_____________________________________
By:_____________________________________
Name:

Title:

By: ___________________________________
Name:

Title:

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED

DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED

DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

A-1
EXHIBIT “A”

A-1.3 Scope of Services and number of hours for each Task shall be upon mutual agreement by the City and the Consultant.

The Consultant agrees to provide any proprietary software or data used in conjunction with the project to the City, if requested, as long as the City pays for any additional licensing costs.

Services so performed will not be paid for, and no extension in the period of performance shall be granted on account thereof.

III. All Task Orders shall be specified in writing, including, but not limited to, the Not-toExceed fee for services rendered.

D-1
EXHIBIT “C1”

HOURLY RATE SCHEDULE
Key Positions
No. Labor Classification Hourly
Rate

1. Principal/Project Manager $132

2. Engineer $122

3. Assistant Engineer $110

4. CAD (Assistant Engineer Level) $104

5. Quality Assurance Control $128

6. Secretary $78

8. 2-Man Survey Crew $240
Reimbursable in-house Costs
Description Cost
Vehicle mileage, between engineer's office
and project site and/or client offices
$.65/mile
Reproduction, printing, and any other
services performed by subcontractor
cost + 15%
Postage Delivery Service, Express Mail cost + 15%
NOTE: All rates are effective until December 31, 2024 or until the end of this contract.

D-2
EXHIBIT “D”

I. In the case of emergency work, Contractor shall be available to provide services within 48 hours, as directed by the Contract Officer.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 7.

FROM: Douglas Dancs, Director of Public Works
DATE: 01/08/2024
SUBJECT: Approve Additional Construction Contingency for the Community Center HVAC, Project 289

RECOMMENDATION
Approve an additional construction contingency of $71,000 to Bon Air, Inc., for the Community Center Heating, Ventilation, and Air Conditioning (HVAC), Project 289.

DISCUSSION
In June 2022, the City Council awarded a $678,000 contract to replace HVAC equipment at the Community Center, and authorized a contingency of $75,000. In order to facilitate the construction, Public Works coordinated with Recreation and Community Services to close portions of the Community Center beginning in January 2023. However, the replacement HVAC units were not ready until March. Ongoing commitments for facility rentals, operations and other activities during the spring and summer required construction to be delayed until November. While the project is under construction, deferring it brought additional equipment storage, labor and material costs that will draw heavily upon the contingency. Anticipating the costs of the delay and other unforeseen conditions, the City Council approved a larger contingency ($71,000) in the Seven-Year Capital Improvement Program and FY 2023-24 Budget. This recommendation authorizes Public Works to use the contingency to complete the project. The total project cost is projected to be approximately $800,000.

BUDGET IMPACT
There are sufficient amounts budgeted in the Recreation and Park District’s General Fund for the additional construction contract contingency.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 8.

FROM: Douglas Dancs, Director of Public Works
DATE: 01/08/2024
SUBJECT: Award Contract for Oak Knoll Park Security Improvements, Project 331

RECOMMENDATION
Award a contract to Blue Violet Networks for $199,990.81, and authorize a contingency of $26,500, for Oak Knoll Park Security Improvements.

DISCUSSION
In November, the City Council approved plans and specifications for Oak Knoll Park Security Improvements. The project is designed to deter vandalism at the park and provides for the installation of cameras with automatic license plate readers at the parking lot access points in both the north and south lots. The cameras will include the latest infrared technology for low-light conditions, will be viewable by the Police department, and can provide notifications for after-hours entries.

On December 18, the City received two bids with Blue Violet Networks as the low bidder. A summary of project award information is attached. Construction will begin in February and is expected to take approximately six weeks.

BUDGET IMPACT
Total estimated project costs will not exceed $226,490.81 and sufficient amounts are budgeted in the Recreation and Park District's General Fund.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Project Award Information

Project Award Information Checklist
Description of Project:

Furnishing and installing security cameras, poles, network equipment, servers, safety light fixtures, electrical wiring and other incidental items of work.

Contract Working Days: 30 working days
Orange County Register
Publication Date:

November 29 and December 6, 2023
Notice Inviting Bids Sent to: CIPList.com, The Orange County Register, McGrawHill Construction, Dodge Construction Network, AGC Plan Room, Construct Connect, Construction Market
Data
Bid Opening Date: December 18, 2023
No. of Bid Packets Purchased: 9
Bidders Base Bid

1. A3 Communications dba Blue Violet Networks, Commerce, CA $199,990.81

2. DC Integrate, Inc., City of Industry, CA $299,000.00 Apparent Low Bidder: A3 Communications dba Blue Violet Networks - $199,990.81 Qualified to Perform Work: Yes. Staff confirmed bid was responsive.

Contractor’s License: Registration with DIR:

Valid at Time of Award: Yes Contractor: Yes
Valid at Time of Bid: Yes Sub-Contractor: Yes
Experience:

The apparent low bidder has performed this type of work for multiple government agencies in Southern California.

Construction
Management/Inspection Firm:

N/A
On-Call Contract Date: N/A
Amount of Task Order: N/A

CONTRACTOR TOTAL BID
1 Blue Violet Networks $ 199,990.81
2 DC Integrate $ 299,000.00
3 4
5 6
7 8
9 10
11 12

PRELIMINARY BID RESULTS - FOR INFORMATIONAL PURPOSES ONLY

BID RESULTS
for
Oak Knoll Park Security Improvements
PROJECT 331
Bid Opening: Monday, December 18 at 2:00 pm

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 9.

FROM: Douglas Dancs, Director of Public Works
DATE: 01/08/2024
SUBJECT: Award Contracts for Oak Knoll Park Sports Field Lighting Replacement, Project 361

RECOMMENDATION

1. Award a contract to Musco Sports Lighting for $345,575, for the purchase of sports field lighting equipment and materials; and

2. Award a contract to R&M Electrical Contracting, for $148,115, for the installation of sports field lighting, and authorize a contingency of $22,000.

DISCUSSION
The Capital Improvement Program includes a project to replace existing baseball field light fixtures at Oak Knoll Park. The existing light fixtures are over 20 years old, costly to maintain, and nearing the end of their service life. Replacing them with modern LED light fixtures will improve lighting performance, service life, and energy efficiency.

Directly purchasing the light fixture equipment and materials from the manufacturer, rather than purchasing through the project contractor, will reduce costs by approximately 10-20%.

Many government agencies use cooperative government purchasing programs to directly purchase materials and receive discounted pricing unavailable to general contractors. The City will utilize the Sourcewell cooperative agreement to purchase the sports lighting equipment. Sourcewell has been used previously to purchase items for Lexington Park and Arnold Cypress Park. Municipal Code Section 21A-10(e) allows the use of cooperative purchasing programs as a more efficient and cost-effective method of competitively bid procurement by receiving volume type pricing.

For the installation of the sports field lighting equipment, Public Works solicited bids per the City’s formal bidding procedures. On November 22, the City received one bid proposal for the project from RMF Contracting Inc. A summary of project award information is attached. Public Works will inspect the project in-house.

BUDGET IMPACT
Total estimated project costs will not exceed $515,690 and sufficient amounts are budgeted in the Recreation and Park District's General Fund.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Musco Cost Proposal
Project Award Information
2016, 2023 Musco Sports Lighting, LLC - 1 - M-2168-enUS-13 Quote
Date: December 18, 2023 Project: Oak Knoll Park LED Retrofit Quote Expiration Date: March 31, 2024 Cypress, CA
To: Daniel Co Musco Project Number: 224883
Sourcewell
Master Project: 199030, Contract Number: 041123-MSL, Expiration: 06/16/2027 Category: Sports lighting with related supplies and services All purchase orders should note the following:

Sourcewell purchase – contract number: 041123-MSL
Quotation Price – Materials Only Delivered to Job Site
Musco Materials: $320,720.00
Estimated Taxes (7.75%): $ 24,855.00
Project Total: $345,575.00
Optional Adder:

Payment/Performance Bond: $2,333.00
SportsCluster® system with Total Light Control – TLC for LED™ technology Guaranteed Lighting Performance
• Guaranteed light levels of 50 Footcandles on the infields (2:1 Uniformity) and 30 Footcandles on the outfield (2.5:1 Uniformity) for (2) Baseball fields:
o Field 3: 90’ basepath, 300’/300’/300’ outfield radius o Field 4: 60’ basepath, 250’/250’/250’ outfield radius • BallTracker® technology – targeted light, optimizing visibility of the ball in play with no glare in the players typical line-of-sight
System Description
• (67) Factory aimed and assembled luminaires, including BallTracker® luminaires • Pole length factory assembled wire harnesses
• Factory wired and tested remote electrical component enclosures • Mounting hardware for poletop luminaire assemblies and electrical components enclosures • Disconnects
• UL listed assemblies
• Enhanced corrosion protection
Environmental Light Control
• Spill light minimized at the residential property line around the facility to 0.05 max horizontal footcandles, 0.1 max vertical footcandles
• Off-site glare light minimized at the residential property line around the facility to 5000 candela Control Systems and Services
• Control-Link® control and monitoring system to provide remote on/off and dimming (high/medium/low) control and performance monitoring with 24/7 customer support
2016, 2023 Musco Sports Lighting, LLC - 2 - M-2168-enUS-13 Quote
Operation and Warranty Services
• Product assurance and warranty program that covers materials and onsite labor, eliminating 100% of your maintenance costs for 10 years on field 3 and 25 years on field 4. • Support from Musco’s Lighting Services Team – over 170 Team members dedicated to operating and maintaining your lighting system – plus a network of 1800+ contractors Supplemental Lighting
• (1) OSQ area luminaires mounted to pole B3
Musco Scope
• Provide design, materials, and layout for lighting system • Test and final aim equipment
Payment Terms
Musco’s Credit Department will provide payment terms.

Email or fax a copy of the Purchase Order to Musco Sports Lighting, LLC:

Musco Sports Lighting, LLC
Taylor Knoot
Fax: 800-374-6402
Email: [email protected]
All purchase orders should note the following:

Sourcewell purchase – contract number: 041123-MSL
Delivery Timing
8 - 12 weeks for delivery of materials to the job site from the time of order, submittal approval, and confirmation of order details including voltage, phase, and pole/luminaire locations.

Notes
Quote is based on following conditions:
• Shipment of entire project together to one location.
• 480 Volt, 3 phase electrical system requirement.
• Structural analysis: Musco’s structural engineer will provide comparative analysis of existing structural loading on the poles vs. proposed structural loading on the pole to ensure the LED retrofit does not structurally over-load the existing poles. This analysis will be included in the submittal once under contract.

Thank you for considering Musco for your lighting needs. Please contact me with any questions or if you need additional details.

Mike Marchetti
Musco Sports Lighting, LLC
Phone: 949-754-0503 x6111
E-mail: [email protected]
Project Award Information Checklist
Description of Project:

Removal and disposal of existing light fixtures and equipment, installation of new LED fixtures and equipment on 14 poles, test grounding components, remove and replace lighting control system and other incidental items of work.

Contract Working Days: 20 working days
Orange County Register
Publication Date:

November 6 and 13, 2023
Notice Inviting Bids Sent to: CIPList.com, The Orange County Register, McGrawHill Construction, Dodge Construction Network, AGC Plan Room, Construct Connect, Construction Market
Data
Bid Opening Date: November 22, 2023
No. of Bid Packets Purchased: 9
Bidders Base Bid

1. RMF Contracting Inc., dba R&M Electrical Contracting $148,115 Apparent Low Bidder: RMF Contracting Inc., dba R&M Electrical Contracting - $148,115 Qualified to Perform Work: Yes. Staff confirmed bid was responsive.

Contractor’s License: Registration with DIR:

Valid at Time of Award: Yes Contractor: Yes
Valid at Time of Bid: Yes Sub-Contractor: Yes
Experience:

The apparent low bidder has performed this type of work for multiple government agencies in Southern California.

Construction
Management/Inspection Firm:

N/A
On-Call Contract Date: N/A
Amount of Task Order: N/A

CONTRACTOR TOTAL BID
1 R&M Electrical Contracting $ 148,115
2 3
4 5
6 7
8 9
10 11
12 PRELIMINARY BID RESULTS - FOR INFORMATIONAL PURPOSES ONLY

BID RESULTS
for
Oak Knoll Park Sports Field Lighting
PROJECT 361
Bid Opening: Wednesday, November 22 at 2:00 pm

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 10.

FROM: Jeff Draper, Director of Recreation and Community Services DATE: 01/08/2024
SUBJECT: Receive and File the Cypress Recreation and Community Services Foundation Annual Report

RECOMMENDATION
Receive and file the Recreation and Community Services Foundation Annual Report for the Fiscal Year ended June 30, 2023.

DISCUSSION
The Recreation and Community Services Foundation is a 501(c)(3) that supports and enhances safe, attractive, and high quality recreation facilities, programs, and services in Cypress. The City Council serves as the Board of Directors and the City Manager as the Executive Director.

Foundation bylaws require an annual report to be submitted to the Board if the Foundation receives more than $25,000 in gross receipts during the year. If the Foundation receives less than $25,000 in gross receipts, the annual report is only required if the Board requests it. The annual report includes a listing of Foundation assets and liabilities; revenues/receipts and expenses/disbursements during the year; and changes in assets/liabilities/fund balance during the year.

Although an annual report for FY 2022-23 is not required (gross receipts were below $25,000), consistent with the City and District's rigorous financial management practices, an annual report is compiled and submitted to the Board each year regardless of gross receipts.

Doing so provides the highest level of transparency and ensures the Foundation's financial condition and activities are fully disclosed annually.

The Foundation received donations in support of various recreational programming from ENO Brand's American Gift Fund, the Cypress Line Dancers, the Woman's Club of Cypress, Yamaha, and an Eagle Scout, Pratik Palwai. These funds will support programs in accordance with the donor's desire. During FY 2022-23, the Foundation's fund balance increased to $33,246.

Recreation and Community Services Foundation Amount
Beginning Fund Balance at July 1, 2022 $20,916
Revenues - FY 2022-23 $19,276
Expenditures - FY 2022-23 $6,946
Ending Fund Balance at June 30, 2023 $33,246
BUDGET IMPACT
None.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Annual Report
June 30, 2023 June 30, 2022
ASSETS
Cash and Investments $ 33,569 $ 19,635
Prepaid Expenses - 1,258
Interest Receivable 264 23
TOTAL ASSETS $ 33,833 $ 20,916

LIABILITIES
Accounts Payable $ 588 $ -
TOTAL LIABILITIES $ 588 $ -
ENDING FUND BALANCE AT JUNE 30 $ 33,246 $ 20,916

FUND BALANCE SUMMARY
Restricted for:

Challenger Basketball $ 8,415 $ 5,000
Senior Center 7,500 5,000
Womens' Conference 2,500 -
5K/10K Run/Walk 2,299 -
Youth Action Committee/Banquet 933 750
Senior Center Renovations & Improvements 1,000 1,000
Salute to America 742 -
Teen Workshops 1,000 500
Spring Egg Hunt 200 -
Unrestricted 8,657 8,666
Total Fund Balance $ 33,246 $ 20,916
Cypress Recreation and Community Services Foundation
Balance Sheet
As of June 30, 2023 and June 30, 2022
BEGINNING FUND BALANCE AT JULY 1, 2022 $ 20,916

REVENUES
Restricted Donations:

American Gift Fund
Challenger Basketball 5,000
Womens' Conference 2,500
5K Walk 1,700
Spring Egg Hunt 1,000
Senior Center 1,000
Youth Action Committee 750
Teen Workshops 500
Cypress Line Dancers
Senior Center 1,500
Woman's Club of Cypress
5K/10K Run/Walk 1,000
Salute to America 2,000
Yamaha
5K/10K Run/Walk 1,500
Unrestricted Donations:

Cypress Children's Advocacy Council -
Kids Corner Boosters
Pratik Palwai 160
Interest Earnings (Unrestricted) 666
TOTAL REVENUES $ 19,276

EXPENDITURES
Salute to America $ 2,073
5K/10K Walk 1,901
Challenger Basketball 1,585
Spring Egg Hunt 800
Youth Action Committee Banquet 567
Secretary of State Filing Fee 20
TOTAL EXPENDITURES $ 6,946
ENDING FUND BALANCE AT JUNE 30, 2023 $ 33,246
Cypress Recreation and Community Services Foundation
Income Statement and Changes in Fund Balance
For the Year Ended June 30, 2023
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 11.

FROM: Mark Lauderback, Chief of Police
DATE: 01/08/2024
SUBJECT: Accept a Three-Year State of California Tobacco Grant for a Tobacco Retailer Compliance Program

RECOMMENDATION
Adopt a Resolution accepting a $128,958 State of California Tobacco Grant for a Three-Year Tobacco Retailer Compliance Program.

DISCUSSION
The City was recently awarded a three-year State Tobacco grant which will continue to fund the Police Department's tobacco retailer compliance and education program from July 1, 2024 to June 30, 2027. For the past three years, the compliance program has provided continuing education to approximately 40 retail locations in Cypress that sell tobacco products. In addition, compliance checks have been conducted to reduce illegal tobacco sales. Grant funds will reimburse the City for overtime costs related to this program as follows:

Fiscal Year Grant Amount
2024-25 $41,721
2025-26 $42,974
2026-27 $44,263
TOTAL $128,958
Throughout the grant period, the Police Department will document the number of operations conducted, retail locations inspected, citations, arrests, and calls for service involving tobacco-related crimes, reports generated, and an overall accounting of all statistically driven data related to the enforcement of tobacco-related crimes.

The School Resource Officer, which was initially funded for three years through a State Tobacco grant approved in 2021, was not approved for funding as part of this year's application. The State updates program priorities on an annual basis and, unfortunately, the program guidelines for the most recent cycle state that funding for enforcement personnel on school campuses is no longer a priority. The Police Department is currently reviewing alternatives to maintain the School Resource Officer position and will present the City Council options in conjunction with the upcoming FY 2024-2025 budget process.

BUDGET IMPACT
There is no impact on fund balance in the City's General Fund as all costs of the tobacco retailer compliance program for FY 2024-25 through FY 2026-27 will be reimbursed by the State. The grant revenues and associated overtime costs associated with the approved program will be incorporated into the annual budget for the next three years.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Memorandum of Understanding
Resolution
Tobacco Grant Program
Grant Services Branch – Local Assistance
Division of Operations
Cypress Police Department DOJ-PROP56-2023-24-1-003

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Cypress City CouncilJanuary 8, 2024

Cypress City Council
January 8, 2024